Common use of Merger, Consolidation Clause in Contracts

Merger, Consolidation. Subject to the limitations of Section 7.1(i) of the Credit and Security Agreement, no Transferor will, nor will it permit any of its Non-Excluded Subsidiaries to, merge into, amalgamate with or consolidate with any other Person, or permit any other Person to merge into, amalgamate with or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Non-Excluded Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Termination Event shall have occurred and be continuing: (i) any Subsidiary (other than the Buyer) may merge, consolidate or amalgamate with Smithfield in a transaction in which Smithfield is the surviving entity pursuant to documentation reasonably satisfactory to the Administrative Agent; (ii) any Transferor (other than Smithfield) and any other Person may merge into or amalgamate or consolidate with any Transferor in a transaction in which a Transferor is the surviving corporation, or, concurrently with the consummation of such transaction, the surviving entity becomes a Transferor; (iii) any entity (other than Smithfield or the Buyer) may merge into or amalgamate with any other entity (other than Smithfield or the Buyer); (iv) any Non-Excluded Subsidiary may sell, transfer, lease or otherwise dispose of its assets, including all or substantially all of the stock of any of its Non-Excluded Subsidiaries, to Smithfield or another Non-Excluded Subsidiary; (v) any Non-Excluded Subsidiary may liquidate or dissolve if Smithfield determines in good faith that such liquidation or dissolution is in the best interests of Smithfield and is not materially disadvantageous to the Lenders; and (vi) any Transferor or any Non-Excluded Subsidiary may sell, transfer, lease or otherwise dispose of (including pursuant to any merger, amalgamation or consolidation) its assets (including for the avoidance of doubt any Excluded Receivable and all or substantially all of the stock of any of its Non-Excluded Subsidiaries) in any manner expressly permitted by any Transaction Document or if permitted under Section 7.06 or Section 7.07 of the Parent Credit Agreement.

Merger, Consolidation. Subject Other than with respect to or in connection with any disposition permitted under §8.8, the limitations of Section 7.1(i) of the Credit and Security Agreement, no Transferor willBorrower will not, nor will it permit the Guarantors or any of its Non-Excluded their respective Subsidiaries to, merge intobecome a party to any dissolution, amalgamate with or consolidate with any other Personliquidation, or permit any other Person to merge into, amalgamate with or consolidate with it, or sell, transfer, lease or otherwise dispose disposition of (in one transaction or in a series including, without limitation, by way of transactionsan LLC Division) all or substantially all of its assetsassets or business, merger, reorganization, consolidation or all other business combination or substantially all agree to effect any asset acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the stock of any of its Non-Excluded Subsidiaries (foregoing, in each casecase without the prior written consent of the Agent. Notwithstanding the foregoing, whether now owned so long as no Default or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof Event of Default has occurred and is continuing immediately before and after giving effect thereto no Termination Event thereto, the following shall have occurred and be continuing: permitted without the consent of the Agent or any Lender: (i) the merger or consolidation of one or more of the Subsidiaries of the Borrower with and into CVOP II (it being understood and agreed that in any Subsidiary (other than the Buyer) may merge, consolidate or amalgamate with Smithfield in a transaction in which Smithfield is such event CVOP II will be the surviving entity pursuant to documentation reasonably satisfactory to the Administrative Agent; Person), (ii) from and after the Merger, the merger or consolidation of one or more of the Subsidiaries of CVOP I with and into CVOP I (it being understood and agreed that in any Transferor (other than Smithfield) and any other Person may merge into or amalgamate or consolidate with any Transferor in a transaction in which a Transferor is such event that CVOP I will be the surviving corporationPerson), or, concurrently with the consummation of such transaction, the surviving entity becomes a Transferor; (iii) the merger or consolidation of two or more Subsidiaries of CVOP II or, from and after the Merger CVOP I; provided that no such merger or consolidation shall involve any entity (other than Smithfield or Subsidiary that is a Guarantor unless such Guarantor will be the Buyer) may merge into or amalgamate with any other entity (other than Smithfield or the Buyer); surviving Person, (iv) any Non-Excluded Subsidiary may sell, transfer, lease or otherwise dispose of its assets, including all or substantially all of the stock of any of its Non-Excluded Subsidiaries, to Smithfield or another Non-Excluded Subsidiary; (v) any Non-Excluded Subsidiary may liquidate or dissolve if Smithfield determines in good faith that such liquidation or dissolution is in of any Subsidiary of CVOP II or, from and after the best interests of Smithfield and Merger, CVOP I that does not own any assets so long as such Subsidiary is not materially disadvantageous a Guarantor (or if such Subsidiary is a Guarantor, so long as CVOP I, CVOP II and such Subsidiary comply with the provisions of §5.6), and (iv) subject to the Lenders; and (vi) any Transferor or any Non-Excluded Subsidiary may sellconfirmation by the Agent in writing that the Merger Effectiveness Conditions have been satisfied, transfer, lease or otherwise dispose of (including pursuant to any merger, amalgamation or consolidation) its assets (including for the avoidance of doubt any Excluded Receivable and all or substantially all of the stock of any of its Non-Excluded Subsidiaries) in any manner expressly permitted by any Transaction Document or if permitted under Section 7.06 or Section 7.07 of the Parent Credit AgreementMerger.

Merger, Consolidation. Subject (a) Borrower-SPE will not become a party to the limitations any dissolution, liquidation or disposition of Section 7.1(i) all or substantially all of the Credit and Security AgreementBorrower-SPE’s assets or business, no Transferor willa merger, nor will it permit reorganization, consolidation or other business combination or agree to effect any of its Non-Excluded Subsidiaries toasset acquisition, merge into, amalgamate with stock acquisition or consolidate with any other Person, or permit any other Person to merge into, amalgamate with or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction acquisition individually or in a series of transactionstransactions which may have a similar effect as any of the foregoing, in each case without the prior written consent of the Required Lenders, except for (i) the merger or consolidation of Borrower-SPE with another Subsidiary of EPR, and (ii) the merger or consolidation of Borrower-SPE where Borrower-SPE is the sole surviving entity provided however that any such merger or consolidation does not violate Borrower-SPE’s status as a Special Purpose Entity. (b) EPR will not become a party to any dissolution, liquidation or disposition of all or substantially all of its assetsEPR’s assets or business, a merger, reorganization, consolidation or all other business combination or substantially all agree to effect any asset acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the stock of any of its Non-Excluded Subsidiaries (foregoing, in each case, whether now owned or hereafter acquired), or liquidate or dissolvecase without the prior written consent of Required Lenders, except that, if at the time thereof and immediately after giving effect thereto no Termination Event shall have occurred and be continuing: for (i) any the merger or consolidation of EPR with one of its Subsidiaries, provided that such Subsidiary (is other than Borrower-SPE; (ii) the Buyermerger or consolidation of EPR where EPR is the sole surviving entity provided however that any such merger or consolidation does not violate EPR’s status as a REIT; (iii) may merge, consolidate any acquisitions or amalgamate with Smithfield in a transaction in which Smithfield investments; or (iv) any merger where EPR is the surviving entity pursuant to documentation reasonably satisfactory such that a majority of the seats of the Board of Directors of the newly constituted entity are held by trustees of EPR serving as such prior to the Administrative Agent; (ii) any Transferor (other than Smithfield) and any other Person may merge into or amalgamate or consolidate with any Transferor in a transaction in which a Transferor is the surviving corporation, or, concurrently with the consummation time of such transactionmerger, the surviving entity becomes or EPR otherwise maintains a Transferor; (iii) any entity (other than Smithfield or the Buyer) may merge into or amalgamate with any other entity (other than Smithfield or the Buyer); (iv) any Non-Excluded Subsidiary may sellcontrolling interest therein, transfer, lease or otherwise dispose of its assets, including all or substantially all of the stock of any of its Non-Excluded Subsidiaries, to Smithfield or another Non-Excluded Subsidiary; (v) any Non-Excluded Subsidiary may liquidate or dissolve if Smithfield determines in good faith provided further that such liquidation exceptions do not otherwise create any Default or dissolution is in the best interests Event of Smithfield and is not materially disadvantageous to the Lenders; and (vi) any Transferor or any Non-Excluded Subsidiary may sell, transfer, lease or otherwise dispose of (including pursuant to any merger, amalgamation or consolidation) its assets (including for the avoidance of doubt any Excluded Receivable and all or substantially all of the stock of any of its Non-Excluded Subsidiaries) in any manner expressly permitted by any Transaction Document or if permitted under Section 7.06 or Section 7.07 of the Parent Credit AgreementDefault hereunder.

Merger, Consolidation. Subject Other than with respect to or in connection with any disposition permitted under §8.8, the limitations of Section 7.1(i) of the Credit and Security Agreement, no Transferor will, Borrower will not nor will it permit the Guarantors or any of its Non-Excluded their respective Subsidiaries toto dissolve, merge intoliquidate, amalgamate with or consolidate with any other Person, or permit any other Person to merge into, amalgamate with or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series including, without limitation, by way of transactionsan LLC Division) all or substantially all of its assetsassets or business, merge, reorganize, consolidate or enter into any other business combination to effect any asset acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoing, in each case without the prior written consent of the Agent and the Majority Lenders. Notwithstanding the foregoing, so long as no Default or Event of Default has occurred and is continuing immediately before and after giving effect thereto, the following shall be permitted without the consent of the Agent or any Lender: (i) the merger or consolidation of one or more of the Subsidiaries of the Borrower with and into the Borrower (it being understood and agreed that in any such event the Borrower, as applicable, will be the surviving Person), (ii) the merger or consolidation of two or more Subsidiaries of the Borrower; provided that no such merger or consolidation shall involve any Subsidiary Guarantor, an Unencumbered Property Subsidiary or a Subsidiary that in either case directly or indirectly owns an Unencumbered Pool Asset unless such Subsidiary Guarantor, Unencumbered Property Subsidiary or other Subsidiary that in either case directly or indirectly owns an Unencumbered Pool Asset, as applicable, will be the surviving Person, (iii) the liquidation or dissolution of any Subsidiary of the Borrower that does not own, directly or indirectly, any Unencumbered Pool Assets so long as such Subsidiary is not a Guarantor (or if such Subsidiary is a Guarantor, so long as the Borrower and such Subsidiary comply with the provisions of §5.3), (iv) the merger or consolidation of a Subsidiary Guarantor into (A) REIT or Borrower, provided that REIT or Borrower, as applicable, shall be the continuing or surviving Person, (B) another Subsidiary Guarantor, or all (C) any other Person, directly or substantially all of the stock of any of its Non-Excluded Subsidiaries (indirectly or as contemplated in each case, whether now owned or hereafter acquired§8.3(o), or liquidate or dissolve, except subject to compliance with the terms of this Agreement and provided that, if it owns an Unencumbered Pool Asset and is not the surviving entity, then Borrower has complied with §7.20(e) to remove such Unencumbered Pool Asset from being included in the calculation of the Unencumbered Pool Aggregate Asset Value; and (v) the merger or consolidation, directly or indirectly or as contemplated in §8.3(o), of REIT or Borrower with any other Person so long as (X) REIT or Borrower, as applicable, shall be the continuing and surviving Person; (Y) Borrower shall have given the Agent and the Lenders at least 30 days’ prior written notice of such consolidation or merger; and (Z) Borrower shall have delivered to the time thereof Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then available to the Borrower, evidencing the continued compliance by the Borrower and immediately Guarantors with the terms and conditions of this Agreement and the other Loan Documents, including, without limitation, the financial covenants contained in §9, after giving effect thereto no Termination Event shall have occurred and be continuing: (i) any Subsidiary (other than the Buyer) may mergeto such consolidation or merger, consolidate or amalgamate with Smithfield in a transaction in which Smithfield is the surviving entity pursuant to documentation reasonably satisfactory to the Administrative Agent; (ii) any Transferor (other than Smithfield) and any other Person may merge into or amalgamate or consolidate together with any Transferor documentation and information reasonably requested by the Lenders in connection with “know your customer” laws or policies. Nothing in this §8.4 shall prohibit the dissolution of a transaction in Subsidiary which a Transferor is the surviving corporation, or, concurrently with the consummation of such transaction, the surviving entity becomes a Transferor; (iii) any entity (other than Smithfield or the Buyer) may merge into or amalgamate with any other entity (other than Smithfield or the Buyer); (iv) any Non-Excluded Subsidiary may sell, transfer, lease or otherwise dispose has disposed of its assets, including all or substantially assets in accordance with this Agreement. A Subsidiary of the Borrower may sell all of the stock of any of its Non-Excluded Subsidiaries, to Smithfield or another Non-Excluded Subsidiary; (v) any Non-Excluded Subsidiary may liquidate or dissolve if Smithfield determines in good faith that such liquidation or dissolution is in the best interests of Smithfield and is not materially disadvantageous to the Lenders; and (vi) any Transferor or any Non-Excluded Subsidiary may sell, transfer, lease or otherwise dispose of (including pursuant to any merger, amalgamation or consolidation) its assets (including for and may effectuate such sale by merger or consolidation with another Person, with such other Person being the avoidance surviving entity) subject to compliance with the terms of doubt this Agreement (including, without limitation, §§5.3 and 8.8), and after any Excluded Receivable and all or substantially all of the stock of any of its Non-Excluded Subsidiaries) in any manner expressly such permitted by any Transaction Document or if permitted under Section 7.06 or Section 7.07 of the Parent Credit Agreementsale, may dissolve.

Merger, Consolidation. Subject to the limitations of Section 7.1(i) of the Credit The Borrower will not, and Security Agreement, no Transferor will, nor will it not permit or cause any of its Non-Excluded Subsidiaries to, merge intoliquidate, amalgamate with or consolidate with any other Person, or permit any other Person to merge into, amalgamate with or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Non-Excluded Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate wind up or dissolve, except or enter into any consolidation, merger or other combination, or agree to do any of the foregoing; provided, however, that, if at the time thereof and immediately after giving effect thereto no Termination Event shall have occurred and be continuing: (i) any Subsidiary of the Borrower may merge or consolidate with, or be liquidated into, (other than y) the Buyer) may merge, consolidate or amalgamate with Smithfield in a transaction in which Smithfield Borrower (so long as the Borrower is the surviving entity pursuant to documentation reasonably satisfactory or continuing entity) or (z) any other Subsidiary of the Borrower, (subject to the Administrative Agentlimitations on outstanding Investments in non-Wholly Owned Subsidiaries and so long as, if either constituent entity is a Subsidiary Guarantor, the surviving or continuing entity is a Subsidiary Guarantor), in each case, so long as no Default or Event of Default has occurred and is continuing or would result therefrom; (ii) any Transferor Subsidiary of the Borrower may merge or consolidate with another Person (other than Smithfieldanother Credit Party and subject to the limitations on outstanding Investments in non-Wholly Owned Subsidiaries), so long as (x) and any other Person may merge into or amalgamate or consolidate with any Transferor in if such Subsidiary is a transaction in which a Transferor is the surviving corporation, or, concurrently with the consummation of such transactionSubsidiary Guarantor, the surviving entity becomes is a TransferorSubsidiary Guarantor, (y) such merger or consolidation constitutes a Permitted Acquisition and the applicable conditions and requirements of Sections 6.9 and 6.10 are satisfied, and (z) no Default or Event of Default has occurred and is continuing or would result therefrom; (iii) any entity the Borrower may merge or consolidate with another Person (other than Smithfield another Credit Party), so long as (x) the Borrower is the surviving entity, (y) such merger or consolidation constitutes a Permitted Acquisition and the Buyerapplicable conditions and requirements of Sections 6.9 and 6.10 are satisfied, and (z) may merge into no Default or amalgamate with any other entity (other than Smithfield Event of Default has occurred and is continuing or the Buyer);would result therefrom; and (iv) to the extent not otherwise permitted under the foregoing clauses, (i) any Non-Excluded Subsidiary may sellthat has sold, transfer, lease transferred or otherwise dispose disposed of its assets, including all or substantially all of the stock of its assets in connection with an Asset Disposition permitted under this Agreement and no longer conducts any of its Non-Excluded Subsidiariesactive trade or business may be liquidated, to Smithfield or another Non-Excluded Subsidiary; wound up and dissolved, (vii) any Non-Excluded Subsidiary that is not a Material Subsidiary may liquidate be liquidated, wound up and dissolved at any time, in each case so long as no Default or dissolve if Smithfield determines in good faith that such liquidation or dissolution is in the best interests Event of Smithfield Default has occurred and is not materially disadvantageous to the Lenders; and (vi) any Transferor continuing or any Non-Excluded Subsidiary may sell, transfer, lease or otherwise dispose of (including pursuant to any merger, amalgamation or consolidation) its assets (including for the avoidance of doubt any Excluded Receivable and all or substantially all of the stock of any of its Non-Excluded Subsidiaries) in any manner expressly permitted by any Transaction Document or if permitted under Section 7.06 or Section 7.07 of the Parent Credit Agreementwould result therefrom.

Merger, Consolidation. Subject to The Borrower and the limitations of Section 7.1(i) of the Credit Guarantors will not, and Security Agreement, no Transferor will, nor will it not permit any of its Non-Excluded their respective Subsidiaries to, merge intoeffect any dissolution, amalgamate with or consolidate with any other Personliquidation, or permit any other Person to merge into, amalgamate with or consolidate with it, or sell, transfer, lease or otherwise dispose disposition of (in one transaction or in a series of transactions) all or substantially all of its assetsassets or business, merger, reorganization, consolidation or all other business combination or substantially all effect any asset acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the stock of any of its Non-Excluded Subsidiaries (foregoing, in each case, whether now owned case without the prior written consent of the Required Lenders except for (i) the merger or hereafter acquiredconsolidation of one or more of the Subsidiaries of the Borrower with and into the Borrower (it being understood and agreed that in any such event the Borrower will be the surviving Person), (ii) the merger or liquidate consolidation of two or dissolvemore Subsidiaries of the Borrower; provided that no such merger or consolidation shall involve any Subsidiary that is a Guarantor (unless the Guarantor is the surviving entity), except that(iii) asset sales consummated in accordance with §5.3 or §8.8, if (iv) the merger or consolidation of a Subsidiary of the REIT (other than the Borrower) with and into the REIT, and (v) the merger or consolidation, directly or indirectly, of Borrower or REIT with any other Person so long as (A) REIT or Borrower, as applicable, shall be the continuing and surviving Person; (B) Borrower shall have given the Agent and the Lenders at least thirty (30) days’ prior written notice of such consolidation or merger; (C) Borrower shall have delivered to the Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then available to Borrower, evidencing the continued compliance by the Borrower and Guarantors with the terms and conditions of this Agreement and the other Loan Documents, including, without limitation, the financial covenants contained in §9, after giving effect to such consolidation or merger, together with any documentation and information reasonably requested by the Lenders in connection with “know your customer” laws or policies; (D) such consolidation or merger is not the result of a hostile takeover; (E) there is no Default or Event of Default at the time thereof of such consolidation or merger and the consummation of such consolidation or merger does not result in a Default or Event of Default; and (F) each of the representations and warranties made by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true in all material respects immediately after giving effect thereto no Termination Event to such merger or consolidation (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall have occurred be required to be true and be continuing: (i) any Subsidiary (other than the Buyer) may merge, consolidate or amalgamate with Smithfield in a transaction in which Smithfield is the surviving entity pursuant to documentation reasonably satisfactory to the Administrative Agent; (ii) any Transferor (other than Smithfield) and any other Person may merge into or amalgamate or consolidate with any Transferor in a transaction in which a Transferor is the surviving corporation, or, concurrently with the consummation correct only as of such transactionspecified date, the surviving entity becomes a Transferor; (iii) and that any entity (other than Smithfield representation or the Buyer) may merge into or amalgamate with any other entity (other than Smithfield or the Buyer); (iv) any Non-Excluded Subsidiary may sell, transfer, lease or otherwise dispose of its assets, including all or substantially all of the stock of any of its Non-Excluded Subsidiaries, to Smithfield or another Non-Excluded Subsidiary; (v) any Non-Excluded Subsidiary may liquidate or dissolve if Smithfield determines in good faith warranty that such liquidation or dissolution is in the best interests of Smithfield and is not materially disadvantageous to the Lenders; and (vi) any Transferor or any Non-Excluded Subsidiary may sell, transfer, lease or otherwise dispose of (including pursuant to any merger, amalgamation or consolidation) its assets (including for the avoidance of doubt any Excluded Receivable and all or substantially all of the stock of any of its Non-Excluded Subsidiaries) in any manner expressly permitted qualified by any Transaction Document or if permitted under Section 7.06 or Section 7.07 of the Parent Credit Agreementmateriality standard shall be required to be true and correct in all respects).

Merger, Consolidation. Subject Other than with respect to or in connection with any disposition permitted under Section 7.7, the limitations of Section 7.1(i) of the Credit and Security Agreement, no Transferor will, Borrower will not nor will it permit the Guarantors or any of their respective Subsidiaries to dissolve, liquidate, dispose of (including, without limitation, by way of an LLC Division) all or substantially all of its Non-Excluded Subsidiaries toassets or business, merge, reorganize, consolidate or enter into any other business combination to effect any asset acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoing, in each case without the prior written consent of the Agent and the Majority Lenders. Notwithstanding the foregoing, so long as no Default or Event of Default has occurred and is continuing immediately before and after giving effect thereto, the following shall be permitted without the consent of the Agent or any Lender: (a) any Person may merge intoor consolidate with or into (i) the Borrower or the REIT, amalgamate provided that the Borrower or the REIT, as applicable, shall be the continuing or surviving Person and there is no Change in Control, or (ii) any one or more other Subsidiaries, including newly formed Subsidiaries, provided that (x) when any Subsidiary Guarantor is merging or consolidating with or into another Subsidiary that is not a Subsidiary Guarantor, the Subsidiary Guarantor shall be the continuing or surviving Person and (y) when any Joint Venture Guarantor is merging or consolidating with or into another Person that is not a Joint Venture Guarantor, the Joint Venture Guarantor shall be the continuing or surviving Person; and (b) Any Subsidiary that is not a Loan Party or a Subsidiary Owner may merge into or consolidate with any other Person, or permit any other Person to merge into, amalgamate with into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Non-Excluded Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Termination Event shall have occurred and be continuing: (i) any Subsidiary (other than the Buyer) may merge, consolidate or amalgamate with Smithfield in a transaction in which Smithfield is the surviving entity pursuant to documentation reasonably satisfactory to the Administrative Agent; (ii) any Transferor (other than Smithfield) and any other Person may merge into or amalgamate or consolidate with any Transferor in a transaction in which a Transferor is the surviving corporation, or, concurrently with the consummation of such transaction, the surviving entity becomes a Transferor; (iii) any entity (other than Smithfield or the Buyer) may merge into or amalgamate with any other entity (other than Smithfield or the Buyer); (iv) any Non-Excluded Subsidiary may sell, transfer, lease or otherwise dispose of its assets, including all or substantially all of the stock of any of its Non-Excluded Subsidiaries, to Smithfield or another Non-Excluded Subsidiary; (v) any Non-Excluded Subsidiary may liquidate or dissolve if Smithfield determines in good faith that such liquidation or dissolution is in the best interests of Smithfield and is not materially disadvantageous to the Lenders; and (vi) any Transferor or any Non-Excluded Subsidiary may sell, transfer, lease or otherwise dispose of (including pursuant to any merger, amalgamation or consolidation) its assets (including for the avoidance of doubt any Excluded Receivable and all or substantially all of the stock of any of its Non-Excluded Subsidiaries) in any manner expressly permitted by any Transaction Document or if permitted under Section 7.06 or Section 7.07 of the Parent Credit Agreementan LLC Division.

Merger, Consolidation. Subject to the limitations of Section 7.1(i) of the Credit and Security Agreement), no Transferor Loan Party will, nor will it permit any of its Non-Excluded Subsidiaries to, merge into, amalgamate with or consolidate with any other Person, or permit any other Person to merge into, amalgamate with into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Non-Excluded Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Termination Event of Default shall have occurred and be continuing: (i) any Subsidiary (other than the BuyerBorrower) may merge, consolidate or amalgamate with Smithfield the Servicer in a transaction in which Smithfield the Servicer is the surviving entity pursuant to documentation reasonably satisfactory to the Administrative Agent; (ii) any Transferor other Person (other than Smithfieldthe Borrower) and any other Person may merge into or amalgamate or consolidate with any Transferor the Servicer in a transaction in which a Transferor the Servicer is the surviving corporation, or, concurrently with the consummation of such transaction, the surviving entity becomes a Transferorthe Servicer; (iii) any entity (other than Smithfield or the Buyer) Non-Excluded Subsidiary that is not a Loan Party may merge into or amalgamate or consolidate with any of the following: (A) any other entity Non-Excluded Subsidiary that is not a Loan Party and (B) any other Person (other than Smithfield or a Loan Party) if permitted under Section 7.03(a) of the Buyer)Parent Credit Agreement; (iv) any Non-Excluded Subsidiary may sell, transfer, lease or otherwise dispose of its assets, including all or substantially all of the stock of any of its Non-Excluded Subsidiaries, to Smithfield the Servicer or another Non-Excluded Subsidiary; provided that if any such transferor is a Loan Party, such transferee shall be a Loan Party; (v) any Non-Excluded Subsidiary may liquidate or dissolve if Smithfield the Servicer determines in good faith that such liquidation or dissolution is in the best interests of Smithfield the Servicer and is not materially disadvantageous to the Lenders; and (vi) any Transferor the Servicer or any Non-Excluded Subsidiary may sell, transfer, lease or otherwise dispose of (including pursuant to any merger, amalgamation or consolidation) its assets (including for the avoidance of doubt any Excluded Receivable and all or substantially all of the stock of any of its Non-Excluded Subsidiaries) in any manner expressly permitted by any Transaction Document or if permitted under Section 7.06 or Section 7.07 of the Parent Credit Agreement.

Merger, Consolidation. Subject to the limitations of Section 7.1(i) of the Credit and Security Agreement, no Transferor willBorrower will not, nor will it Borrower permit REIT or any of its Non-Excluded their respective Subsidiaries to, merge intobecome a party to any dissolution, amalgamate with liquidation or consolidate with business, merger, reorganization, consolidation or other business combination or agree to effect any asset acquisition, stock acquisition or other Person, or permit any other Person to merge into, amalgamate with or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction acquisition individually or in a series of transactionstransactions which may have a similar effect as any of the foregoing, except for (i) all the merger or substantially all consolidation of one or more of the Subsidiaries of Borrower with and into Borrower (it being understood and agreed that in any such event Borrower will be the surviving Person), (ii) the merger or consolidation of two or more Subsidiaries of Borrower, (iii) any dissolution of a Subsidiary that owns no assets, (iv) dispositions permitted by §8.8, and (v) a merger of a Person with (x) Borrower (so long as Borrower is the surviving entity) or (y) a Subsidiary of the Borrower, so long as (A) in the case of a merger with a Subsidiary of Borrower organized under the laws of a political subdivision of the United States, such Person was organized under the laws of the United States of America or one of its assetsstates; (B) if such Subsidiary is a Subsidiary Guarantor, an Unencumbered Property Subsidiary or all a Subsidiary that in either case directly or substantially all indirectly owns an Unencumbered Property, such Subsidiary is the survivor of such merger, and if such Subsidiary is not a Subsidiary Guarantor, an Unencumbered Property Subsidiary or a Subsidiary that in either case directly or indirectly owns an Unencumbered Property, the surviving Person is controlled by the Borrower; (C) the Borrower shall have given the Agent at least ten (10) Business Days’ prior written notice of such merger; (D) such merger is completed as a result of negotiations with the approval of the stock board of any directors or similar body of such Person and is not a so called “hostile takeover”; and (E) following such merger, the Borrower and its Non-Excluded Subsidiaries (will continue to be engaged solely in each case, whether now owned the businesses permitted by §7.14; provided that no such merger or hereafter acquired), consolidation shall be permitted in the event that a Default or liquidate Event of Default exists immediately before or dissolve, except that, if at the time thereof and immediately would exist after giving effect thereto no Termination Event shall have occurred and be continuing: (i) any Subsidiary (other than the Buyer) may mergeincluding, consolidate or amalgamate with Smithfield in a transaction in which Smithfield is the surviving entity pursuant to documentation reasonably satisfactory to the Administrative Agent; (ii) any Transferor (other than Smithfield) and any other Person may merge into or amalgamate or consolidate with any Transferor in a transaction in which a Transferor is the surviving corporationwithout limitation, or, concurrently pro forma compliance with the consummation of such transactioncovenants set forth in §8.1, the surviving entity becomes a Transferor; (iii) any entity (other than Smithfield or the Buyer) may merge into or amalgamate with any other entity (other than Smithfield or the Buyer§8.3, §8.7, and §§9.1 through 9.5); (iv) any Non-Excluded Subsidiary may sell, transfer, lease or otherwise dispose of its assets, including all or substantially all of the stock of any of its Non-Excluded Subsidiaries, to Smithfield or another Non-Excluded Subsidiary; (v) any Non-Excluded Subsidiary may liquidate or dissolve if Smithfield determines in good faith that such liquidation or dissolution is in the best interests of Smithfield and is not materially disadvantageous to the Lenders; and (vi) any Transferor or any Non-Excluded Subsidiary may sell, transfer, lease or otherwise dispose of (including pursuant to any merger, amalgamation or consolidation) its assets (including for the avoidance of doubt any Excluded Receivable and all or substantially all of the stock of any of its Non-Excluded Subsidiaries) in any manner expressly permitted by any Transaction Document or if permitted under Section 7.06 or Section 7.07 of the Parent Credit Agreement.

Merger, Consolidation. Subject to the limitations of Section 7.1(i) of the Credit The Loan Parties will not, and Security Agreement, no Transferor will, nor will it not permit any of its Non-Excluded their respective Subsidiaries to, merge intobecome a party to any dissolution, amalgamate with liquidation, merger, reorganization, consolidation or consolidate with any other Personbusiness combination, or permit agree to or effect any asset acquisition or stock acquisition or other Person to merge into, amalgamate with or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in acquisition which may have a series of transactions) all or substantially all of its assets, or all or substantially all similar effect as any of the stock foregoing without the prior written consent of any of its Non-Excluded Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolvethe Required Lenders, except that, if at the time thereof and immediately after giving effect thereto no Termination Event shall have occurred and be continuing: (ia) any Subsidiary of the Borrower may be merged or consolidated with or into the Borrower (other than provided that the BuyerBorrower shall be the continuing or surviving corporation) may merge, consolidate or amalgamate with Smithfield in or into any Subsidiary that is a transaction in which Smithfield is Guarantor (provided that (i) such Guarantor shall be the continuing or surviving entity pursuant to documentation reasonably satisfactory to the Administrative Agent; corporation or (ii) any Transferor (other than Smithfield) and any other Person may merge into or amalgamate or consolidate simultaneously with any Transferor in a transaction in which a Transferor is the surviving corporation, or, concurrently with the consummation of such transaction, the continuing or surviving entity becomes corporation shall become a Transferor; (iii) any entity (other than Smithfield or Guarantor and the Buyer) may merge into or amalgamate Borrower shall comply with any other entity (other than Smithfield or the Buyer§7.21 in connection therewith); (ivb) any Non-Excluded Subsidiary of the Borrower may sell, transfer, lease or otherwise dispose of its assets, including all any or substantially all of the stock of its assets (upon voluntary liquidation or otherwise) to Borrower or any of its Non-Excluded Subsidiaries, to Smithfield or another Non-Excluded SubsidiarySubsidiary that is a Guarantor; (vc) any Non-an Excluded Subsidiary pursuant to clause (i) of the definition thereof (i) may liquidate be merged or dissolve if Smithfield determines in good faith that such consolidated with or into Borrower or any other Subsidiary of Borrower and (ii) may dispose of any or all of its assets (upon voluntary liquidation or dissolution is in the best interests of Smithfield and is not materially disadvantageous otherwise) pro rata to the Lendersits equity holders; and (vid) any Transferor Borrower or any Non-Excluded Subsidiary may sell, transfer, lease or consummate any Investment otherwise dispose of (including pursuant to any merger, amalgamation permitted by §8.3(r) by merger or consolidation, provided that if (i) its assets such merger or consolidation involves the Borrower, the Borrower is the continuing or surviving corporation and (including for ii) if such merger or consolidation involves a Guarantor, such Guarantor is the avoidance of doubt any Excluded Receivable and all continuing or substantially all of the stock of any of its Non-Excluded Subsidiaries) in any manner expressly permitted by any Transaction Document or if permitted under Section 7.06 or Section 7.07 of the Parent Credit Agreementsurviving corporation.

Merger, Consolidation. Subject to the limitations of Section 7.1(i) of the Credit and Security Agreement), no Transferor Loan Party will, nor will it permit any of its Non-Excluded Restricted Subsidiaries to, merge into, amalgamate with or consolidate with any other Person, or permit any other Person to merge into, amalgamate with into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Non-Excluded Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Termination Event of Default shall have occurred and be continuing: (i) any Subsidiary (other than the BuyerBorrower) may merge, consolidate merge or amalgamate with Smithfield the Servicer in a transaction in which Smithfield the Servicer is the surviving entity pursuant to documentation reasonably satisfactory to the Administrative Agent; (ii) any Transferor other Person (other than Smithfieldthe Borrower) and any other Person may merge into or amalgamate or consolidate with any Transferor the Servicer in a transaction in which a Transferor the Servicer is the surviving corporation, or, concurrently with the consummation of such transaction, the surviving entity becomes a Transferorthe Servicer; (iii) any entity (other than Smithfield or the Buyer) non-Loan Party may merge into or amalgamate with any other entity (other than Smithfield or the Buyer)non-Loan Party; (iv) any Non-Excluded Restricted Subsidiary may sell, transfer, lease or otherwise dispose of its assets, including all or substantially all of assets to the stock of any of its Non-Excluded Subsidiaries, to Smithfield Servicer or another Non-Excluded Restricted Subsidiary; provided that if any such transferor is a Loan Party, such transferee shall be a Loan Party; (v) any Non-Excluded Restricted Subsidiary may liquidate or dissolve if Smithfield the Servicer determines in good faith that such liquidation or dissolution is in the best interests of Smithfield the Servicer and is not materially disadvantageous to the Lenders; and (vi) any Transferor the Servicer or any Non-Excluded Restricted Subsidiary may sell, transfer, lease or otherwise dispose of (including pursuant to any merger, amalgamation or consolidation) its assets (including for the avoidance of doubt any Excluded Receivable and all or substantially all of the stock of any of its Non-Excluded SubsidiariesReceivable) in any manner expressly permitted by any Transaction Document or if permitted under Section 7.06 6.04 or Section 7.07 6.05 of the Parent Credit Agreement; provided, that any such merger or amalgamation that would otherwise be permitted by this Section 7.2(i) involving a Person that is not a wholly-owned Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04 of the Parent Credit Agreement.

Merger, Consolidation. Subject The Borrowers shall not, and shall not permit any Subsidiary of a Borrower to, merge, dissolve, liquidate or wind-up its affairs, or become a party to any merger, consolidation or other business combination regardless of whether the limitations of Section 7.1(i) value of the Credit and Security Agreementconsideration paid or received is comprised of cash, no Transferor will, nor will it permit any of its Non-Excluded Subsidiaries to, merge into, amalgamate with common or consolidate with any preferred stock or other Personequity interests, or permit any other Person to merge into, amalgamate with or consolidate with itassets, or sell, lease, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets; provided, however, that: (a) any Subsidiary of a Borrower may consolidate or merge into any Borrower if such Borrower is the surviving Person; (b) any Subsidiary of a Borrower may consolidate or merge into another Subsidiary of a Borrower; (c) any Subsidiary of a Borrower may sell, lease, transfer or otherwise dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to any Borrower or another Subsidiary of a Borrower; and (d) any Borrower or any Subsidiary of a Borrower may consolidate or merge with any Person; provided that (i) if a Borrower is a party to such merger or consolidation, such Borrower is the stock surviving Person, (ii) no Event of Default or Potential Default shall exist prior to such consolidation or merger and no Event of Default or Potential Default shall occur or exist as a result of such consolidation or merger, (iii) at least three (3) Business Days prior to any such consolidation or merger, the Borrowers shall deliver to the Bank pro forma financial information and a certificate from the President or Chief Financial Officer of its Non-Excluded Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except MHI certifying that, if at the time thereof and immediately after giving effect thereto no Termination Event to such consolidation or merger, (A) the Borrowers are, and shall have occurred continue to be, on a pro forma basis, in compliance with all financial covenants set forth in Section 5.17 hereof, and (B) Undrawn Availability shall not be continuing: less than Two Million Five Hundred Thousand and 00/100 Dollars (i) any Subsidiary (other than the Buyer) may merge$2,500,000.00), consolidate or amalgamate with Smithfield in a transaction in which Smithfield is the surviving entity pursuant to documentation reasonably satisfactory to the Administrative Agent; (ii) any Transferor (other than Smithfield) and any other Person may merge into or amalgamate or consolidate with any Transferor in a transaction in which a Transferor is the surviving corporation, or, concurrently with the consummation of such transaction, the surviving entity becomes a Transferor; (iii) any entity (other than Smithfield or the Buyer) may merge into or amalgamate with any other entity (other than Smithfield or the Buyer); (iv) any Non-Excluded Subsidiary may sell, transfer, lease the consolidation or otherwise dispose merger shall not be contested by such Person and shall be approved by such Person’s board of its assets, including all directors or substantially all of the stock of any of its Non-Excluded Subsidiaries, to Smithfield or another Non-Excluded Subsidiary; (v) any Non-Excluded Subsidiary may liquidate or dissolve if Smithfield determines in good faith that such liquidation or dissolution is in the best interests of Smithfield and is not materially disadvantageous to the Lenders; and (vi) any Transferor or any Non-Excluded Subsidiary may sell, transfer, lease or otherwise dispose of (including pursuant to any merger, amalgamation or consolidation) its assets (including for the avoidance of doubt any Excluded Receivable and all or substantially all of the stock of any of its Non-Excluded Subsidiaries) in any manner expressly permitted by any Transaction Document or if permitted under Section 7.06 or Section 7.07 of the Parent Credit Agreementother governing body.

Merger, Consolidation. Subject to the limitations of Section 7.1(i) of the Credit and Security Agreement, no Transferor will, nor will it permit any of its Non-Excluded Restricted Subsidiaries to, merge into, amalgamate with or consolidate with any other Person, or permit any other Person to merge into, amalgamate with or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Non-Excluded Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Termination Event shall have occurred and be continuing: (i) any Subsidiary (other than the Buyer) may merge, consolidate merge or amalgamate with Smithfield in a transaction in which Smithfield is the surviving entity pursuant to documentation reasonably satisfactory to the Administrative Agent; (ii) any Transferor (other than Smithfield) and any other Person may merge into or amalgamate or consolidate with any Transferor in a transaction in which a Transferor is the surviving corporation, or, concurrently with the consummation of such transaction, the surviving entity becomes a Transferor; (iii) any entity (other than Smithfield or the Buyer) may merge into or amalgamate with any other entity (other than Smithfield or the Buyer); (iv) any Non-Excluded Restricted Subsidiary may sell, transfer, lease or otherwise dispose of its assets, including all or substantially all of the stock of any of its Non-Excluded Subsidiaries, assets to Smithfield or another Non-Excluded Restricted Subsidiary; (v) any Non-Excluded Restricted Subsidiary may liquidate or dissolve if Smithfield determines in good faith that such liquidation or dissolution is in the best interests of Smithfield and is not materially disadvantageous to the Lenders; and (vi) any Transferor or any Non-Excluded Restricted Subsidiary may sell, transfer, lease or otherwise dispose of (including pursuant to any merger, amalgamation or consolidation) its assets (including for the avoidance of doubt any Excluded Receivable and all or substantially all of the stock of any of its Non-Excluded SubsidiariesReceivable) in any manner expressly permitted by any Transaction Document or if permitted under Section 7.06 6.04 or 6.05 of the Parent Credit Agreement; provided, that any such merger or amalgamation that would otherwise be permitted by this Section 7.07 4.2(g) involving a Person that is not a wholly-owned Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04 of the Parent Credit Agreement.

Merger, Consolidation. Subject No Transaction Party will become a party to the limitations any dissolution, liquidation, disposition of Section 7.1(i) of the Credit and Security Agreement, no Transferor will, nor will it permit any of its Non-Excluded Subsidiaries to, merge into, amalgamate with or consolidate with any other Person, or permit any other Person to merge into, amalgamate with or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assetsassets or business, Division, merger, reorganization, consolidation or all other business combination or substantially all agree to effect any asset acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the stock of any of its Non-Excluded Subsidiaries foregoing (including a Division), in each casecase without the prior written consent of the Majority Lenders except for (i) the merger or consolidation of one or more of the Subsidiaries of Borrower (other than any Subsidiary that is a Pool Property Owner) with and into Borrower (it being understood and agreed that in any such event Borrower will be the surviving Person), whether now owned (ii) the merger or hereafter acquiredconsolidation of two or more Subsidiaries of Borrower (other than any Subsidiary that is a Pool Property Owner), or liquidate (iii) in connection with the release of all Pool Properties owned by such Pool Property Owner. Notwithstanding anything to the contrary in this §8.4 or dissolvein §8.8, except thatthe Borrower shall not, if at the time thereof and immediately after giving effect thereto no Termination Event shall have occurred and be continuing: not permit any other Credit Party or any of their Subsidiaries to, consummate (i) any Subsidiary sale, merger, transfer, or any similar transaction with respect to any Real Estate or Equity Interests in any Person if the value or consideration of such transaction, together with the value or consideration of all other similar transactions consummated in the immediately preceding twelve months, would exceed fifteen percent (other than 15%) of the Buyer) may mergeTotal Asset Value on such date, consolidate or amalgamate with Smithfield in a transaction in which Smithfield is unless the surviving entity pursuant to documentation reasonably satisfactory Borrower shall have delivered to the Administrative Agent; , at least five (5) Business Days prior to the expected consummation date for such transaction, written notice of such transaction (with reasonable detail) together with a Compliance Certificate evidencing that no Default or Event of Default would exist after giving effect to such transaction or result therefrom, or (ii) any Transferor (other than Smithfield) proposed merger that would resulting in an increase of 25% or more in Total Asset Value or that involves the Borrower or REIT Guarantor and any other Person may merge into Borrower or amalgamate or consolidate with any Transferor in a transaction in which a Transferor is REIT Guarantor will not be the surviving corporationPerson of such merger, orunless the Borrower shall have delivered to the Agent, concurrently at least five (5) Business Days prior to the expected consummation date for such merger, written notice of such transaction (with reasonable detail), and the Majority Lenders shall have consent to such merger in writing prior to the consummation of such transaction, the surviving entity becomes a Transferor; (iii) any entity (other than Smithfield or the Buyer) may merge into or amalgamate with any other entity (other than Smithfield or the Buyer); (iv) any Non-Excluded Subsidiary may sell, transfer, lease or otherwise dispose of its assets, including all or substantially all of the stock of any of its Non-Excluded Subsidiaries, to Smithfield or another Non-Excluded Subsidiary; (v) any Non-Excluded Subsidiary may liquidate or dissolve if Smithfield determines in good faith that such liquidation or dissolution is in the best interests of Smithfield and is not materially disadvantageous to the Lenders; and (vi) any Transferor or any Non-Excluded Subsidiary may sell, transfer, lease or otherwise dispose of (including pursuant to any merger, amalgamation or consolidation) its assets (including for the avoidance of doubt any Excluded Receivable and all or substantially all of the stock of any of its Non-Excluded Subsidiaries) in any manner expressly permitted by any Transaction Document or if permitted under Section 7.06 or Section 7.07 of the Parent Credit Agreementthereof.

Merger, Consolidation. Subject to the limitations of Section 7.1(i) of the Credit The Borrower will not, and Security Agreement, no Transferor will, nor will it not permit any of its Non-Excluded Subsidiaries or the REIT to, merge intoeffect any dissolution, amalgamate with or consolidate with any other Personliquidation, or permit any other Person to merge into, amalgamate with or consolidate with it, or sell, transfer, lease or otherwise dispose disposition of (in one transaction or in a series of transactions) all or substantially all of its assetsassets or business, merger, reorganization, consolidation or all or substantially all other business combination, in each case without the prior written consent of the stock Required Lenders except for (i) the merger or consolidation of (x) one or more of the Subsidiaries of the Borrower with and into the Borrower (it being understood and agreed that in any such event the Borrower will be the surviving Person) and (y) one or more of the Subsidiaries of the REIT (other than the Borrower or any Subsidiary of the Borrower) with and into the REIT (it being understood and agreed that in any such event the REIT will be the surviving Person), (ii) the merger or consolidation of (x) two or more Subsidiaries of the Borrower and (y) two or more Subsidiaries of the REIT (other than the Borrower); provided that in each case no such merger or consolidation shall involve any Subsidiary that is a Guarantor (unless the Guarantor is the surviving entity), (iii) asset sales consummated in accordance with §8.5, and (iv) the merger or consolidation, directly or indirectly, of Borrower or the REIT with any other Person so long as (A) REIT or Borrower, as applicable shall be the continuing and surviving Person (provided that Borrower may not merge with the REIT); (B) Borrower shall have given the Agent and the Lenders at least thirty (30) days’ prior written notice of such consolidation or merger; (C) Borrower shall have delivered to the Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then available to Borrower, evidencing the continued compliance by the Borrower and Guarantors, if any, with the terms and conditions of this Agreement and the other Loan Documents, including, without limitation, the financial covenants contained in §9, after giving effect to such consolidation or merger, together with any documentation and information reasonably requested by the Lenders in connection with “know your customer” laws or policies; (D) there is no Default or Event of Default at the time of such consolidation or merger and the consummation of such consolidation or merger does not result in a Default or Event of Default (including without limitation, pursuant to §7.18); and (E) each of the representations and warranties made by the Borrower or any of its Non-Excluded Subsidiaries (contained in each casethis Agreement, whether now owned the other Loan Documents or hereafter acquired), otherwise in connection therewith as or liquidate or dissolve, except that, if at after the time date thereof and shall be true in all material respects immediately after giving effect thereto no Termination Event to such merger or consolidation (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall have occurred be required to be true and be continuing: (i) any Subsidiary (other than the Buyer) may merge, consolidate or amalgamate with Smithfield in a transaction in which Smithfield is the surviving entity pursuant to documentation reasonably satisfactory to the Administrative Agent; (ii) any Transferor (other than Smithfield) and any other Person may merge into or amalgamate or consolidate with any Transferor in a transaction in which a Transferor is the surviving corporation, or, concurrently with the consummation correct only as of such transactionspecified date, the surviving entity becomes a Transferor; (iii) and that any entity (other than Smithfield representation or the Buyer) may merge into or amalgamate with any other entity (other than Smithfield or the Buyer); (iv) any Non-Excluded Subsidiary may sell, transfer, lease or otherwise dispose of its assets, including all or substantially all of the stock of any of its Non-Excluded Subsidiaries, to Smithfield or another Non-Excluded Subsidiary; (v) any Non-Excluded Subsidiary may liquidate or dissolve if Smithfield determines in good faith warranty that such liquidation or dissolution is in the best interests of Smithfield and is not materially disadvantageous to the Lenders; and (vi) any Transferor or any Non-Excluded Subsidiary may sell, transfer, lease or otherwise dispose of (including pursuant to any merger, amalgamation or consolidation) its assets (including for the avoidance of doubt any Excluded Receivable and all or substantially all of the stock of any of its Non-Excluded Subsidiaries) in any manner expressly permitted qualified by any Transaction Document or if permitted under Section 7.06 or Section 7.07 of the Parent Credit Agreementmateriality standard shall be required to be true and correct in all respects).

Merger, Consolidation. Subject to the limitations of Section 7.1(i(i) of the Credit and Security Agreement, no Transferor will, nor The Issuer will it permit any of its Non-Excluded Subsidiaries to, not (1) consolidate or merge into, amalgamate with or consolidate with any other into another Person (whether or not such Issuer is the surviving Person), or permit any other Person to merge into, amalgamate with or consolidate with it, or (2) sell, assign, transfer, convey, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock properties and assets (determined on a consolidated basis) of the Issuer and its Subsidiaries, taken as a whole, in one or more related transactions, to another Person, unless: (A) either: (A) such Issuer is the surviving Person; or (B) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity organized or existing under the laws of its Non-Excluded Subsidiaries the United States, any state of the United States or the District of Columbia; (in each caseB) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, whether now owned assignment, transfer, conveyance, lease or hereafter acquired), or liquidate or dissolve, except that, if at other disposition has been made assumes all the time thereof and obligations of such Issuer pursuant to this Note; (C) immediately after giving effect thereto no Termination Event shall have occurred and be continuing: (i) any Subsidiary (other than the Buyer) may merge, consolidate or amalgamate with Smithfield in a transaction in which Smithfield is the surviving entity pursuant to documentation reasonably satisfactory to the Administrative Agent; (ii) any Transferor (other than Smithfield) and any other Person may merge into or amalgamate or consolidate with any Transferor in a transaction in which a Transferor is the surviving corporation, or, concurrently with the consummation of such transaction, the surviving entity becomes a Transferor;no Default or Event of Default exists; and (iiiD) if the Person formed by or surviving any entity (other than Smithfield such consolidation or merger is not such Issuer or in the Buyer) may merge into or amalgamate with any other entity (other than Smithfield or the Buyer); (iv) any Non-Excluded Subsidiary may sellcase of a sale, assignment, transfer, conveyance, lease or otherwise dispose other disposition of its assets, including all or substantially all of the stock properties and assets (determined on a consolidated basis) of any of the Issuer and its Non-Excluded Subsidiaries, each guarantor pursuant to Smithfield or another Non-Excluded Subsidiary;Section 14 hereof shall have through an amendment to its guaranty issued in the form attached hereto as Exhibit A, confirmed that such guaranty shall apply to the successor Person’s obligations in respect of this Note and that its guaranty shall continue to be in effect. (vii) This Section 8(a) will not apply to (i) any Non-Excluded Subsidiary may liquidate statutory conversion of the Issuer to another form of entity or dissolve if Smithfield determines in good faith that such liquidation or dissolution is in the best interests of Smithfield and is not materially disadvantageous to the Lenders; and (viii) any Transferor or any Non-Excluded Subsidiary may sellsale, assignment, transfer, conveyance, lease or otherwise dispose other disposition of properties or assets to the extent permitted by Section 8(b) below. Clause 8(a)(i)(C) of Section 8(a)(i) hereof will not apply to (including pursuant to i) any merger, amalgamation merger or consolidationconsolidation of the Issuer with or into one of its Subsidiaries for any purpose or (ii) its assets (including with or into an Affiliate solely for the avoidance purpose of doubt any Excluded Receivable and all or substantially all of reincorporating the stock of any of its Non-Excluded Subsidiaries) Issuer in any manner expressly permitted by any Transaction Document or if permitted under Section 7.06 or Section 7.07 of the Parent Credit Agreementanother jurisdiction.

Merger, Consolidation. Subject to the limitations of Section 7.1(i) of the Credit The Borrower will not, and Security Agreement, no Transferor will, nor will it not permit or cause any of its Non-Excluded Subsidiaries to, liquidate, wind up or dissolve, or enter into any consolidation, merger or other combination, or agree to do any of the foregoing; provided, however, that: (i) any Wholly Owned Subsidiary of the Borrower may merge intoor consolidate with any Subsidiary Guarantor (provided that a Subsidiary Guarantor is the surviving entity), amalgamate or may be liquidated into a Subsidiary Guarantor, in each case provided further that no Default or Event of Default shall have occurred and be continuing or would result therefrom; (ii) any Wholly Owned Subsidiary of the Borrower that is a Domestic Subsidiary may merge or consolidate with another Person other than the Borrower, provided that (x) the surviving entity is a Domestic Subsidiary and a Subsidiary Guarantor, (y) unless such other Person is a Wholly Owned Subsidiary immediately prior to giving effect thereto, such merger or consolidation shall constitute a Permitted Acquisition and the applicable conditions and requirements of Sections 6.8 and 6.9 shall be satisfied, and (z) no Default or Event of Default shall have occurred and be continuing or would result therefrom; (iii) any Wholly Owned Subsidiary of the Borrower that is a Foreign Subsidiary may merge or consolidate with any other PersonWholly Owned Subsidiary of the Borrower that is a Foreign Subsidiary, provided that if either constituent corporation is a Subsidiary Guarantor, the surviving entity shall be a Subsidiary Guarantor, and provided further that no Default or permit Event of Default shall have occurred and be continuing or would result therefrom; and (iv) to the extent not otherwise expressly permitted under the foregoing clauses, any other Person to merge intoWholly Owned Subsidiary that has sold, amalgamate with or consolidate with it, or sell, transfer, lease transferred or otherwise dispose disposed of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Non-Excluded Subsidiaries (assets in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Termination Event shall have occurred and be continuing: (i) any Subsidiary (other than the Buyer) may merge, consolidate or amalgamate connection with Smithfield in a transaction in which Smithfield is the surviving entity pursuant to documentation reasonably satisfactory to the Administrative Agent; (ii) any Transferor (other than Smithfield) and any other Person may merge into or amalgamate or consolidate with any Transferor in a transaction in which a Transferor is the surviving corporation, or, concurrently with the consummation of such transaction, the surviving entity becomes a Transferor; (iii) any entity (other than Smithfield or the Buyer) may merge into or amalgamate with any other entity (other than Smithfield or the Buyer); (iv) any Non-Excluded Subsidiary may sell, transfer, lease or otherwise dispose of its assets, including all or substantially all of the stock of any of its Non-Excluded Subsidiaries, to Smithfield or another Non-Excluded Subsidiary; (v) any Non-Excluded Subsidiary may liquidate or dissolve if Smithfield determines in good faith that such liquidation or dissolution is in the best interests of Smithfield and is not materially disadvantageous to the Lenders; and (vi) any Transferor or any Non-Excluded Subsidiary may sell, transfer, lease or otherwise dispose of (including pursuant to any merger, amalgamation or consolidation) its assets (including for the avoidance of doubt any Excluded Receivable and all or substantially all of the stock of any of its Non-Excluded Subsidiaries) in any manner expressly permitted by any Transaction Document or if an Asset Disposition permitted under Section 7.06 this Agreement and no longer conducts any active trade or Section 7.07 of the Parent Credit Agreementbusiness may be liquidated, wound up and dissolved.

Merger, Consolidation. Subject Other than with respect to or in connection with any disposition permitted under §8.8, the limitations of Section 7.1(i) of the Credit and Security Agreement, no Transferor will, Borrower will not nor will it permit the Guarantors or any of its Non-Excluded their respective Subsidiaries toto dissolve, merge intoliquidate, amalgamate with or consolidate with any other Person, or permit any other Person to merge into, amalgamate with or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assetsassets or business, merge, reorganize, consolidate or enter into any other business combination to effect any asset acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoing, in each case without the prior written consent of the Agent and the Majority Lenders. Notwithstanding the foregoing, so long as no Default or Event of Default has occurred and is continuing immediately before and after giving effect thereto, the following shall be permitted without the consent of the Agent or any Lender: (i) the merger or consolidation of one or more of the Subsidiaries of the Borrower with and into the Borrower (it being understood and agreed that in any such event the Borrower, as applicable, will be the surviving Person), (ii) the merger or consolidation of two or more Subsidiaries of the Borrower; provided that no such merger or consolidation shall involve any Subsidiary Guarantor, an Unencumbered Property Subsidiary or a Subsidiary that in either case directly or indirectly owns an Unencumbered Pool Asset unless such Subsidiary Guarantor, Unencumbered Property Subsidiary or other Subsidiary that in either case directly or indirectly owns an Unencumbered Pool Asset, as applicable, will be the surviving Person, (iii) the liquidation or dissolution of any Subsidiary of the Borrower that does not own, directly or indirectly, any Unencumbered Pool Assets so long as such Subsidiary is not a Guarantor (or if such Subsidiary is a Guarantor, so long as the Borrower and such Subsidiary comply with the provisions of §5.3), (iv) the merger or consolidation of a Subsidiary Guarantor into (A) REIT or Borrower, provided that REIT or Borrower, as applicable, shall be the continuing or surviving Person, (B) another Subsidiary Guarantor, or all (C) any other Person, directly or substantially all of the stock of any of its Non-Excluded Subsidiaries (indirectly or as contemplated in each case, whether now owned or hereafter acquired§8.3(o), or liquidate or dissolve, except subject to compliance with the terms of this Agreement and provided that, if it owns an Unencumbered Pool Asset and is not the surviving entity, then Borrower has complied with §7.20(e) to remove such Unencumbered Pool Asset from being included in the calculation of the Unencumbered Pool Aggregate Asset Value; and (v) the merger or consolidation, directly or indirectly or as contemplated in §8.3(o), of REIT or Borrower with any other Person so long as (X) REIT or Borrower, as applicable, shall be the continuing and surviving Person; (Y) Borrower shall have given the Agent and the Lenders at least 30 days’ prior written notice of such consolidation or merger; and (Z) Borrower shall have delivered to the time thereof Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then available to the Borrower, evidencing the continued compliance by the Borrower and immediately Guarantors with the terms and conditions of this Agreement and the other Loan Documents, including, without limitation, the financial covenants contained in §9, after giving effect thereto no Termination Event shall have occurred and be continuing: (i) any Subsidiary (other than the Buyer) may mergeto such consolidation or merger, consolidate or amalgamate with Smithfield in a transaction in which Smithfield is the surviving entity pursuant to documentation reasonably satisfactory to the Administrative Agent; (ii) any Transferor (other than Smithfield) and any other Person may merge into or amalgamate or consolidate together with any Transferor documentation and information reasonably requested by the Lenders in connection with “know your customer” laws or policies. Nothing in this §8.4 shall prohibit the dissolution of a transaction in Subsidiary which a Transferor is the surviving corporation, or, concurrently with the consummation of such transaction, the surviving entity becomes a Transferor; (iii) any entity (other than Smithfield or the Buyer) may merge into or amalgamate with any other entity (other than Smithfield or the Buyer); (iv) any Non-Excluded Subsidiary may sell, transfer, lease or otherwise dispose has disposed of its assets, including all or substantially assets in accordance with this Agreement. A Subsidiary of the Borrower may sell all of the stock of any of its Non-Excluded Subsidiaries, to Smithfield or another Non-Excluded Subsidiary; (v) any Non-Excluded Subsidiary may liquidate or dissolve if Smithfield determines in good faith that such liquidation or dissolution is in the best interests of Smithfield and is not materially disadvantageous to the Lenders; and (vi) any Transferor or any Non-Excluded Subsidiary may sell, transfer, lease or otherwise dispose of (including pursuant to any merger, amalgamation or consolidation) its assets (including for and may effectuate such sale by merger or consolidation with another Person, with such other Person being the avoidance surviving entity) subject to compliance with the terms of doubt this Agreement (including, without limitation, §§5.3 and 8.8), and after any Excluded Receivable and all or substantially all of the stock of any of its Non-Excluded Subsidiaries) in any manner expressly such permitted by any Transaction Document or if permitted under Section 7.06 or Section 7.07 of the Parent Credit Agreementsale, may dissolve.

Merger, Consolidation. Subject to Neither the limitations of Section 7.1(i) of the Credit and Security Agreement, no Transferor Borrower nor Parent will, nor will it the Borrower or Parent permit any of its Non-Excluded their respective Subsidiaries to, merge intobecome a party to any dissolution, amalgamate with or consolidate with any other Personliquidation, or permit any other Person to merge into, amalgamate with or consolidate with it, or sell, transfer, lease or otherwise dispose disposition of (in one transaction or in a series of transactions) all or substantially all of its assetsassets or business, merger, reorganization, consolidation or other business combination or agree to effect any asset acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoing, in each case without the prior written consent of the Required Lenders except for (a) the merger or consolidation of one or more of the Subsidiaries of the Borrower (other than any Subsidiary that is a Guarantor) with and into the Borrower (it being understood and agreed that in any such event the Borrower will be the surviving Person), (b) the merger or consolidation of one or more of the Subsidiaries of Parent (other than Borrower or any Subsidiary of the Borrower) with and into Parent or another Subsidiary of Parent, (c) the merger or consolidation of two or more Subsidiaries of the Borrower; provided that no such merger or consolidation shall involve any Subsidiary that is a Guarantor unless the surviving Person is a Guarantor, (d) dispositions of all or substantially all of the stock assets (upon voluntary liquidation or otherwise) of any a Subsidiary of its Non-Excluded Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Termination Event shall have occurred and be continuing: (i) any Subsidiary (other than the Buyer) may merge, consolidate or amalgamate with Smithfield in a transaction in which Smithfield is the surviving entity pursuant to documentation reasonably satisfactory Borrower to the Administrative Agent; (ii) any Transferor (other than Smithfield) and any other Person may merge into Borrower or amalgamate or consolidate with any Transferor in another Subsidiary of the Borrower; provided that if the transferor of the assets is a transaction in which a Transferor is Guarantor, the surviving corporation, or, concurrently with the consummation transferee of such transaction, assets must either be the surviving entity becomes Borrower or another Guarantor that is a Transferor; Subsidiary of the Borrower and (iiie) any entity (other than Smithfield or the Buyer) may merge into or amalgamate with any other entity (other than Smithfield or the Buyer); (iv) any Non-Excluded Subsidiary may sell, transfer, lease or otherwise dispose dispositions of its assets, including all or substantially all of the stock assets (upon voluntary liquidation or otherwise) of a Subsidiary of Parent (other than Borrower or any Subsidiary of the Borrower) to Parent or another Subsidiary of Parent; provided that if the transferor of the assets is a Guarantor, the transferee of such assets must either be the Borrower or another Guarantor. Nothing in this §8.4 shall prohibit (x) the dissolution of a Subsidiary that is not a Guarantor which has disposed of its Non-Excluded Subsidiaries, to Smithfield assets in accordance with this Agreement or another Non-Excluded Subsidiary; (vy) any Non-Excluded Subsidiary may liquidate or dissolve if Smithfield determines in good faith that such liquidation or dissolution is in the best interests of Smithfield and is not materially disadvantageous to the Lenders; and (vi) any Transferor or any Non-Excluded Subsidiary may sell, transfer, lease or otherwise dispose of (including pursuant to any merger, amalgamation or consolidation) its assets (including for the avoidance of doubt any Excluded Receivable and all or substantially all of the stock of any of its Non-Excluded Subsidiaries) in any manner expressly permitted by any Transaction Document or if permitted under Section 7.06 or Section 7.07 of the Parent Credit AgreementMerger.

Merger, Consolidation. Subject Other than with respect to the limitations of any disposition expressly permitted under Section 7.1(i) of the Credit and Security Agreement8.8, no Transferor willBorrowers will not, nor will it permit any of its Non-Excluded their respective Subsidiaries or any Guarantors to, merge intobecome a party to any dissolution, amalgamate with or consolidate with any other Personliquidation, or permit any other Person to merge into, amalgamate with or consolidate with it, or sell, transfer, lease or otherwise dispose disposition of (in one transaction or in a series of transactions) all or substantially all of its assetsassets or business, merger, reorganization, consolidation or all other business combination, individually or substantially all in a series of transactions which may have a similar effect as any of the stock foregoing. Notwithstanding the foregoing, so long as no Default or Event of any of its Non-Excluded Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof Default has occurred and is continuing immediately before and after giving effect thereto and no Termination Event Change of Control would occur, the following shall have occurred and be continuing: permitted without the consent of Administrative Agent or any Lender: (i) the merger or consolidation of one or more Borrowers with and into a Borrower (it being understood and agreed that, in any Subsidiary (other than the Buyer) may mergesuch event, consolidate or amalgamate with Smithfield in if Parent is a transaction in which Smithfield is party to such transaction, Parent will be the surviving entity pursuant to documentation reasonably satisfactory to the Administrative Agent; Person), (ii) the merger or consolidation of two or more Subsidiaries of Borrowers; provided that no such merger or consolidation shall involve any Transferor Subsidiary that is a Borrower unless a Borrower will be the surviving Person, (other than Smithfieldiii) and the merger, liquidation or dissolution of any other Person may merge into or amalgamate or consolidate Subsidiary of a Borrower that does not own any assets so long as any assets previously owned by such Subsidiary were disposed of in accordance with any Transferor in this Agreement, (iv) the merger of a transaction in which a Transferor Borrower that is the surviving corporationowner or lessee of a Collateral Property with and into a Subsidiary of Trilogy Investors in order to effect a release of a Collateral Property pursuant to Section 5.3, or(v) the merger or consolidation of one or more Guarantors with and into a Guarantor (it being understood and agreed that, concurrently with the consummation of in any such event, if Trilogy Investors is a party to such transaction, Trilogy Investors will be the surviving entity becomes Person), (vi) the merger or consolidation of two or more Subsidiaries of a Transferor; Guarantor that are not a Guarantor, a Borrower or a Subsidiary of a Borrower, (iiivii) any entity (other than Smithfield or the Buyer) may merge into or amalgamate with any other entity (other than Smithfield or the Buyer); (iv) any Non-Excluded Subsidiary may sellmerger, transfer, lease or otherwise dispose of its assets, including all or substantially all of the stock of any of its Non-Excluded Subsidiaries, to Smithfield or another Non-Excluded Subsidiary; (v) any Non-Excluded Subsidiary may liquidate or dissolve if Smithfield determines in good faith that such liquidation or dissolution is in the best interests of Smithfield and any Subsidiary of a Guarantor that is not materially disadvantageous to the Lenders; and also a Guarantor, a Borrower or a Subsidiary of Borrower that does not own any assets so long as any assets previously owned by such Subsidiary were disposed of in accordance with this Agreement, and (viviii) any Transferor or any Non-Excluded Subsidiary may sell, transfer, lease or otherwise dispose of (including pursuant to any merger, amalgamation consolidation or consolidation) its assets (including for the avoidance of doubt any Excluded Receivable and all or substantially all of the stock of any of its Non-Excluded Subsidiaries) in any manner expressly permitted by any Transaction Document or if other business combination to effect an Investment permitted under Section 7.06 or Section 7.07 of 8.3 (it being understood and agreed that in any such event (A) if a Borrower is a party to such a transaction, a Borrower will be the surviving Person and (B) if Parent Credit Agreementis a party to such transaction, Parent will be the surviving Person).

Merger, Consolidation. Subject (a) The Guarantor will not become a party to the limitations any dissolution, liquidation or disposition of Section 7.1(i) all or substantially all of the Credit and Security AgreementGuarantor's assets or business, no Transferor willa merger, nor will it permit reorganization, consolidation or other business combination or agree to effect any of its Non-Excluded Subsidiaries toasset acquisition, merge into, amalgamate with stock acquisition or consolidate with any other Person, or permit any other Person to merge into, amalgamate with or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction acquisition individually or in a series of transactionstransactions which may have a similar effect as any of the foregoing, in each case without the prior written consent of the Required Lenders, except for the merger or consolidation of Guarantor where the Guarantor is the sole surviving entity provided however that any such merger or consolidation does not violate Guarantor's status as a Special Purpose Entity. (b) EPR will not become a party to any dissolution, liquidation or disposition of all or substantially all of its assetsEPR's assets or business, a merger, reorganization, consolidation or all other business combination or substantially all agree to effect any asset acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the stock of any of its Non-Excluded Subsidiaries (foregoing, in each case, whether now owned or hereafter acquired), or liquidate or dissolvecase without the prior written consent of Required Lenders, except that, if at the time thereof and immediately after giving effect thereto no Termination Event shall have occurred and be continuing: for (i) any the merger or consolidation of EPR with one of its Subsidiaries, provided that such Subsidiary (is other than the BuyerGuarantor (ii) may mergethe merger or consolidation of EPR where EPR is the sole surviving entity provided however that any such merger or consolidation does not violate EPR's status as a REIT, consolidate (iii) any acquisitions or amalgamate with Smithfield in a transaction in which Smithfield investments; or (iv) any merger where EPR is the surviving entity pursuant to documentation reasonably satisfactory such that a majority of the seats of the Board of Directors of the newly constituted entity are held by directors of EPR serving as such prior to the Administrative Agent; (ii) any Transferor (other than Smithfield) and any other Person may merge into or amalgamate or consolidate with any Transferor in a transaction in which a Transferor is the surviving corporation, or, concurrently with the consummation time of such transactionmerger, the surviving entity becomes or EPR otherwise maintains a Transferor; (iii) any entity (other than Smithfield or the Buyer) may merge into or amalgamate with any other entity (other than Smithfield or the Buyer); (iv) any Non-Excluded Subsidiary may sellcontrolling interest therein, transfer, lease or otherwise dispose of its assets, including all or substantially all of the stock of any of its Non-Excluded Subsidiaries, to Smithfield or another Non-Excluded Subsidiary; (v) any Non-Excluded Subsidiary may liquidate or dissolve if Smithfield determines in good faith PROVIDED FURTHER that such liquidation exceptions do not otherwise create any Default or dissolution is in the best interests Event of Smithfield and is not materially disadvantageous to the Lenders; and (vi) any Transferor or any Non-Excluded Subsidiary may sell, transfer, lease or otherwise dispose of (including pursuant to any merger, amalgamation or consolidation) its assets (including for the avoidance of doubt any Excluded Receivable and all or substantially all of the stock of any of its Non-Excluded Subsidiaries) in any manner expressly permitted by any Transaction Document or if permitted under Section 7.06 or Section 7.07 of the Parent Credit AgreementDefault hereunder.

Merger, Consolidation. Subject to the limitations of Section 7.1(i) Each of the Credit Parent and Security Agreementthe Borrower will not, no Transferor will, nor and will it not permit or cause any of its Non-Excluded Subsidiaries to, merge intoliquidate, amalgamate with or consolidate with any other Person, or permit any other Person to merge into, amalgamate with or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Non-Excluded Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate wind up or dissolve, except or enter into any consolidation, merger or other combination, or agree to do any of the foregoing; provided, however, that, if at the time thereof and immediately after giving effect thereto no Termination Event shall have occurred and be continuing: (i) any Wholly Owned Subsidiary of the Borrower may merge or consolidate with, or be liquidated into, (other than x) the Buyer) may merge, consolidate or amalgamate with Smithfield in a transaction in which Smithfield Borrower (so long as the Borrower is the surviving or continuing entity) or (y) any other Wholly Owned Subsidiary (so long as, if either constituent entity pursuant to documentation reasonably satisfactory to is a Subsidiary Guarantor, the Administrative Agentsurviving or continuing entity is a Subsidiary Guarantor), and in each case so long as no Default or Event of Default has occurred and is continuing or would result therefrom; (ii) any Transferor Wholly Owned Subsidiary of the Borrower may merge or consolidate with another Person (other than Smithfieldanother Company Party, which merger or consolidation with another Company Party may be permitted under Section 8.1(i)), so long as (w) and any other Person may merge into or amalgamate or consolidate with any Transferor in a transaction in which a Transferor is the surviving corporation, or, concurrently with the consummation of such transactionif required by Section 6.8, the surviving entity becomes is a TransferorSubsidiary Guarantor, (x) such merger or consolidation is a permitted Investment under Section 8.5, (y) the applicable conditions and requirements of Sections 6.8 and 6.9 are satisfied, and (z) no Default or Event of Default has occurred and is continuing or would result therefrom; (iii) any entity the Borrower may merge or consolidate with another Person (other than Smithfield another Company Party, which merger or consolidation with another Company Party may be permitted under Section 8.1(i)), so long as (w) the BuyerBorrower is the surviving entity, (x) may merge into such merger or amalgamate with any other entity consolidation is a permitted Investment under Section 8.5, (other than Smithfield y) the applicable conditions and requirements of Sections 6.8 and 6.9 are satisfied, and (z) no Default or the Buyer);Event of Default has occurred and is continuing or would result therefrom; and (iv) to the extent not otherwise permitted under the foregoing clauses, any Non-Excluded Wholly Owned Subsidiary may sellbe liquidated, transfer, lease wound up and dissolved; provided that (x) no Default or otherwise dispose Event of its assets, including all or substantially all of the stock of any of its Non-Excluded Subsidiaries, to Smithfield or another Non-Excluded Subsidiary; (v) any Non-Excluded Subsidiary may liquidate or dissolve if Smithfield determines in good faith that such liquidation or dissolution is in the best interests of Smithfield Default has occurred and is not materially disadvantageous to the Lenders; and continuing or would result therefrom and (viy) any Transferor or any Non-Excluded Subsidiary may sellall distributions, transfer, lease or dispositions and other transfers made in connection therewith are otherwise dispose of (including pursuant to any merger, amalgamation or consolidation) its assets (including for the avoidance of doubt any Excluded Receivable and all or substantially all of the stock of any of its Non-Excluded Subsidiaries) in any manner expressly permitted by any Transaction Document or if permitted under Section 7.06 or Section 7.07 of the Parent Credit Agreementhereunder.

Merger, Consolidation. Subject (a) Borrower-SPE will not become a party to the limitations any dissolution, liquidation or disposition of Section 7.1(i) all or substantially all of the Credit and Security AgreementBorrower-SPE's assets or business, no Transferor willa merger, nor will it permit reorganization, consolidation or other business combination or agree to effect any of its Non-Excluded Subsidiaries toasset acquisition, merge into, amalgamate with stock acquisition or consolidate with any other Person, or permit any other Person to merge into, amalgamate with or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction acquisition individually or in a series of transactionstransactions which may have a similar effect as any of the foregoing, in each case without the prior written consent of the Required Lenders, except for (i) the merger or consolidation of Borrower-SPE with another Subsidiary of EPR, and (ii) the merger or consolidation of Borrower-SPE where Borrower-SPE is the sole surviving entity provided however that any such merger or consolidation does not violate Borrower-SPE's status as a Special Purpose Entity. (b) EPR will not become a party to any dissolution, liquidation or disposition of all or substantially all of its assetsEPR's assets or business, a merger, reorganization, consolidation or all other business combination or substantially all agree to effect any asset acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the stock of any of its Non-Excluded Subsidiaries (foregoing, in each case, whether now owned or hereafter acquired), or liquidate or dissolvecase without the prior written consent of Required Lenders, except that, if at the time thereof and immediately after giving effect thereto no Termination Event shall have occurred and be continuing: for (i) any the merger or consolidation of EPR with one of its Subsidiaries, provided that such Subsidiary (is other than Borrower-SPE; (ii) the Buyermerger or consolidation of EPR where EPR is the sole surviving entity provided however that any such merger or consolidation does not violate EPR's status as a REIT; (iii) may merge, consolidate any acquisitions or amalgamate with Smithfield in a transaction in which Smithfield investments; or (iv) any merger where EPR is the surviving entity pursuant to documentation reasonably satisfactory such that a majority of the seats of the Board of Directors of the newly constituted entity are held by trustees of EPR serving as such prior to the Administrative Agent; (ii) any Transferor (other than Smithfield) and any other Person may merge into or amalgamate or consolidate with any Transferor in a transaction in which a Transferor is the surviving corporation, or, concurrently with the consummation time of such transactionmerger, the surviving entity becomes or EPR otherwise maintains a Transferor; (iii) any entity (other than Smithfield or the Buyer) may merge into or amalgamate with any other entity (other than Smithfield or the Buyer); (iv) any Non-Excluded Subsidiary may sellcontrolling interest therein, transfer, lease or otherwise dispose of its assets, including all or substantially all of the stock of any of its Non-Excluded Subsidiaries, to Smithfield or another Non-Excluded Subsidiary; (v) any Non-Excluded Subsidiary may liquidate or dissolve if Smithfield determines in good faith provided further that such liquidation exceptions do not otherwise create any Default or dissolution is in the best interests Event of Smithfield and is not materially disadvantageous to the Lenders; and (vi) any Transferor or any Non-Excluded Subsidiary may sell, transfer, lease or otherwise dispose of (including pursuant to any merger, amalgamation or consolidation) its assets (including for the avoidance of doubt any Excluded Receivable and all or substantially all of the stock of any of its Non-Excluded Subsidiaries) in any manner expressly permitted by any Transaction Document or if permitted under Section 7.06 or Section 7.07 of the Parent Credit AgreementDefault hereunder.

Merger, Consolidation. Subject to the limitations of Section 7.1(i) of the Credit Borrowers and Security AgreementGuarantors will not, no Transferor will, nor and will it not permit any of its Non-Excluded their respective Subsidiaries to, merge intobecome a party to any dissolution, amalgamate with or consolidate with any other Personliquidation, or permit any other Person to merge into, amalgamate with or consolidate with it, or sell, transfer, lease or otherwise dispose disposition of (in one transaction or in a series of transactions) all or substantially all of its assetsassets or business, merger, reorganization, consolidation or all other business combination or substantially all agree to effect any asset acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the stock of any of its Non-Excluded Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolveforegoing, except that, if at the time thereof and immediately after giving effect thereto no Termination Event shall have occurred and be continuing: for (i) any Subsidiary the merger or consolidation of one or more of the Subsidiaries of QTLP (other than the Buyerany Subsidiary that is a Borrower, QTS Richmond TRS or an Additional Subsidiary Guarantor (or any direct or indirect owners of such Subsidiaries)) may merge, consolidate or amalgamate with Smithfield and into QTLP (it being understood and agreed that in a transaction in which Smithfield is any such event QTLP will be the surviving entity pursuant to documentation reasonably satisfactory to the Administrative Agent; Person), (ii) any Transferor the merger or consolidation of two or more Subsidiaries of QTLP (other than Smithfield) and any other Person may merge into a Borrower or amalgamate or consolidate with any Transferor in a transaction in which a Transferor is the surviving corporationGuarantor), or, concurrently with the consummation of such transaction, the surviving entity becomes a Transferor; (iii) any entity dissolution of a Subsidiary of QTLP (other than Smithfield a Borrower or the Buyera Guarantor) may merge into that owns no assets, (iv) dispositions permitted by §8.8, (v) a merger of a Person with QTLP or amalgamate with any other entity a Subsidiary of QTLP (other than Smithfield a Subsidiary which is a Borrower, QTS Richmond TRS or an Additional Subsidiary Guarantor (or any direct or indirect owners of such Subsidiaries)), so long as (A) such Person was organized under the Buyer); (iv) any Non-Excluded Subsidiary may sell, transfer, lease laws of the United States of America or otherwise dispose one of its assets, including all states; (B) if the surviving Person shall be QTLP if QTLP is a party thereto or substantially all such Subsidiaries of QTLP; (C) the Borrowers’ Representative shall have given the Agent at least ten (10) Business Days’ prior written notice of such merger; (D) such merger is completed as a result of negotiations with the approval of the stock board of any directors or similar body of its Non-Excluded Subsidiaries, to Smithfield or another Non-Excluded Subsidiary; (v) any Non-Excluded Subsidiary may liquidate or dissolve if Smithfield determines in good faith that such liquidation or dissolution is in the best interests of Smithfield Person and is not materially disadvantageous a so called “hostile takeover”; (E) following such merger, Parent Company and its Subsidiaries will continue to be engaged solely in the Lenders; and businesses permitted by §7.14, and (vi) any Transferor Investments constituting asset acquisitions permitted by §8.3 and which are not mergers, reorganizations, consolidations or any Non-Excluded Subsidiary may sell, transfer, lease or otherwise dispose of (including pursuant to any business combinations; provided that no such merger, amalgamation consolidation or consolidation) its assets (including for acquisition shall be permitted in the avoidance event that a Default or Event of doubt any Excluded Receivable and all Default exists immediately before or substantially all of the stock of any of its Non-Excluded Subsidiaries) in any manner expressly permitted by any Transaction Document or if permitted under Section 7.06 or Section 7.07 of the Parent Credit Agreementwould exist after giving effect thereto.

Merger, Consolidation. Subject to the limitations of Section 7.1(i) of the Credit The Borrower will not, and Security Agreement, no Transferor will, nor will it not permit or cause any of its Non-Excluded Restricted Subsidiaries to, liquidate, wind up or dissolve, or enter into any consolidation, merger or other combination, or agree to do any of the foregoing; provided, however, that: (a) any Restricted Subsidiary of the Borrower may be merged or consolidated with and into the Borrower or any other Restricted Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, leased, transferred or otherwise disposed of in one transaction or series of transactions to the Borrower or any Subsidiary Guarantor; provided that (i) in the case of any such merger or consolidation with or into the Borrower, (A) the Borrower shall be the continuing or surviving Person or (B) if the Person formed by or surviving any such merger or consolidation is not the Borrower (any such Person, the “Successor Borrower”), (x) the Successor Borrower shall be an entity organized or existing under the law of the U.S., any state thereof or the District of Columbia, (y) the Successor Borrower shall expressly assume the Obligations of the Borrower in a manner reasonably satisfactory to the Administrative Agent and (z) except as the Administrative Agent may otherwise agree, each Guarantor, unless it is the other party to such merger or consolidation, shall have executed and delivered a customary reaffirmation agreement with respect to its obligations under the Guaranty and the other Credit Documents; it being understood and agreed that if the foregoing conditions under clauses (x) through (z) are satisfied, the Successor Borrower will succeed to, and be substituted for, the Borrower under this Agreement and the other Credit Documents, and (ii) in the case of any such merger or consolidation with or into any Subsidiary Guarantor, either (x) a Subsidiary Guarantor (other than a merger or consolidation involving the Borrower) shall be the continuing or surviving Person or the continuing or surviving Person shall expressly assume the obligations of the relevant Subsidiary Guarantor in a manner reasonably satisfactory to the Administrative Agent or (y) the relevant transaction shall be treated as an Investment and shall comply with Section 8.05; (b) Permitted Acquisitions shall be permitted; (c) the Transactions shall be permitted; (d) any Subsidiary that is not a Subsidiary Guarantor may merge intoor consolidate with another Person (other than any Credit Party) so long as (x) the surviving entity is a Subsidiary of the Borrower, amalgamate (y) such merger or consolidation shall constitute or be necessary to effectuate a Permitted Acquisition and the applicable conditions and requirements of Sections 6.10 and 6.11 shall be satisfied and (z) immediately after giving effect thereto, no Event of Default would exist; (e) in connection with any acquisition or similar Investment permitted under Section 8.05, any Restricted Subsidiary of the Borrower may merge into or consolidate with any other Person, Person or permit any other Person to merge into, amalgamate with into or consolidate with it, or sell, transfer, lease or otherwise dispose of ; provided that (in one transaction or in A) the Person surviving such merger shall be a series of transactions) all or substantially all of its assets, or all or substantially all Wholly Owned Subsidiary of the stock Borrower and (B) in the case of any of its Non-Excluded Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Termination Event shall have occurred and be continuing: (i) such merger to which any Subsidiary Credit Party (other than the BuyerBorrower) may mergeis a party, consolidate or amalgamate with Smithfield in a transaction in which Smithfield such Credit Party is the surviving entity pursuant to documentation reasonably satisfactory to the Administrative Agent;Person; and (iif) any Transferor the following transactions shall be permitted: (other than Smithfieldi) and any other Person may merge into the liquidation or amalgamate or consolidate with any Transferor in a transaction in which a Transferor is the surviving corporation, or, concurrently with the consummation of such transaction, the surviving entity becomes a Transferor; (iii) any entity (other than Smithfield or the Buyer) may merge into or amalgamate with any other entity (other than Smithfield or the Buyer); (iv) any Non-Excluded Subsidiary may sell, transfer, lease or otherwise dispose of its assets, including all or substantially all of the stock dissolution of any of its Non-Excluded Subsidiaries, to Smithfield or another Non-Excluded Subsidiary; (v) any Non-Excluded Restricted Subsidiary may liquidate or dissolve if Smithfield the Borrower determines in good faith that such liquidation or dissolution is in the best interests of Smithfield and the Borrower, is not materially disadvantageous to the Lenders; and (vi) any Transferor Lenders and the Borrower or any Non-Excluded Restricted Subsidiary may sellreceives any assets of any dissolved or liquidated Restricted Subsidiary; provided that in the case of any liquidation or dissolution of any Credit Party that results in a distribution of assets to any Restricted Subsidiary that is not a Credit Party, transfer, lease or otherwise dispose of such distribution shall be treated as an Investment and shall comply with Section 8.05 (including pursuant to other than in reliance on clause (o) thereof); (ii) any merger, amalgamation dissolution, liquidation or consolidation, the purpose of which is to effect (A) its assets any Disposition otherwise permitted under this Section 8.01 (including for the avoidance of doubt other than clause (a), (b), or this clause (f)) or (B) any Excluded Receivable and all or substantially all of the stock of any of its Non-Excluded Subsidiaries) in any manner expressly permitted by any Transaction Document or if Investment permitted under Section 7.06 8.05; and (iii) the conversion of Holdings, the Borrower or Section 7.07 any Restricted Subsidiary into another form of entity, so long as such conversion does not adversely affect the value of the Parent Guaranty or Collateral, if any; provided, however, that after giving effect thereto (i) any Domestic Subsidiary remains a Domestic Subsidiary and (ii) any Credit AgreementParty remains a Credit Party.

Merger, Consolidation. Subject Other than with respect to or in connection with any disposition permitted under §8.8, the limitations of Section 7.1(i) of the Credit and Security Agreement, no Transferor will, Borrower will not nor will it permit the Guarantors or any of its Non-Excluded their respective Subsidiaries toto dissolve, merge intoliquidate, amalgamate with or consolidate with any other Person, or permit any other Person to merge into, amalgamate with or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series including, without limitation, by way of transactionsan LLC Division) all or substantially all of its assetsassets or business, merge, reorganize, consolidate or enter into any other business combination to effect any asset acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoing, in each case without the prior written consent of the Agent and the Majority Lenders. Notwithstanding the foregoing, so long as no Default or Event of Default has occurred and is continuing immediately before and after giving effect thereto, the following shall be permitted without the consent of the Agent or any Lender: (i) the merger or consolidation of one or more of the Subsidiaries of the Borrower (other than any Subsidiary that is a Guarantor or an Approved JV) with and into the Borrower (it being understood and agreed that in any such event the Borrower, as applicable, will be the surviving Person), (ii) the merger or consolidation of two or more Subsidiaries of the Borrower; provided that no such merger or consolidation shall involve any Subsidiary that is a Guarantor or an Approved JV unless such Guarantor or such Approved JV will be the surviving Person, (iii) the liquidation or dissolution of any Subsidiary of the Borrower that does not own any assets so long as such Subsidiary is not a Guarantor or an Approved JV (or if such Subsidiary is a Guarantor or an Approved JV, so long as the Borrower and such Subsidiary comply with the provisions of §5.5), (iv) the merger or consolidation of a Subsidiary Guarantor or an Approved JV into (A) REIT or the Borrower, provided that REIT or the Borrower, as applicable, shall be the continuing or surviving Person, (B) another Subsidiary Guarantor or (subject to compliance with the terms of this Agreement) another Approved JV, or all (C) any other Person, directly or substantially all of the stock of any of its Non-Excluded Subsidiaries (indirectly or as contemplated in each case, whether now owned or hereafter acquired§8.3(o), or liquidate or dissolve, except subject to compliance with the terms of this Agreement and provided that, if it owns a Borrowing Base Asset and is not the surviving entity, then the Borrower has complied with §5.4 to remove such Borrowing Base Asset from being included in the calculation of the Borrowing Base Availability; and (v) the merger or consolidation, directly or indirectly or as contemplated in §8.3(o), of REIT or the Borrower with any other Person so long as (X) REIT or the Borrower, as applicable, shall be the continuing and surviving Person; (Y) the Borrower shall have given the Agent and the Lenders at least 30 days’ prior written notice of such consolidation or merger; and (Z) the time thereof Borrower shall have delivered to the Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then available to the Borrower, evidencing the continued compliance by the Borrower, Guarantors and immediately Approved JVs with the terms and conditions of this Agreement and the other Loan Documents, including, without limitation, the financial covenants contained in §9, after giving effect thereto no Termination Event shall have occurred and be continuing: (i) any Subsidiary (other than the Buyer) may mergeto such consolidation or merger, consolidate or amalgamate with Smithfield in a transaction in which Smithfield is the surviving entity pursuant to documentation reasonably satisfactory to the Administrative Agent; (ii) any Transferor (other than Smithfield) and any other Person may merge into or amalgamate or consolidate together with any Transferor documentation and information reasonably requested by the Lenders in connection with “know your customer” laws or policies. Nothing in this §8.4 shall prohibit the dissolution of a transaction in Subsidiary which a Transferor is the surviving corporation, or, concurrently with the consummation of such transaction, the surviving entity becomes a Transferor; (iii) any entity (other than Smithfield or the Buyer) may merge into or amalgamate with any other entity (other than Smithfield or the Buyer); (iv) any Non-Excluded Subsidiary may sell, transfer, lease or otherwise dispose has disposed of its assets, including all or substantially assets in accordance with this Agreement. A Subsidiary of the Borrower may sell all of the stock of any of its Non-Excluded Subsidiaries, to Smithfield or another Non-Excluded Subsidiary; (v) any Non-Excluded Subsidiary may liquidate or dissolve if Smithfield determines in good faith that such liquidation or dissolution is in the best interests of Smithfield and is not materially disadvantageous to the Lenders; and (vi) any Transferor or any Non-Excluded Subsidiary may sell, transfer, lease or otherwise dispose of (including pursuant to any merger, amalgamation or consolidation) its assets (including for and may effectuate such sale by merger or consolidation with another Person, with such other Person being the avoidance surviving entity) subject to compliance with the terms of doubt this Agreement (including, without limitation, §§5.4 and 8.8), and after any Excluded Receivable and all or substantially all of the stock of any of its Non-Excluded Subsidiaries) in any manner expressly such permitted by any Transaction Document or if permitted under Section 7.06 or Section 7.07 of the Parent Credit Agreementsale, may dissolve.

Merger, Consolidation. Subject to the limitations of Section 7.1(i) Each of the Credit Borrower and Security AgreementNew ICE Parent will not, no Transferor will, nor and will it not permit or cause any of its Non-Excluded Subsidiaries to, merge intoliquidate, amalgamate with or consolidate with any other Person, or permit any other Person to merge into, amalgamate with or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Non-Excluded Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate wind up or dissolve, except thator enter into any consolidation, if at amalgamation, merger or other combination, or agree to do any of the time thereof and immediately after giving effect thereto foregoing; provided, however, that so long as no Termination Default or Event shall have of Default has occurred and be continuingis continuing or would result therefrom: (i) any Subsidiary of New ICE Parent (other than the BuyerBorrower) may merge, consolidate or amalgamate with Smithfield in a transaction in which Smithfield with, or be liquidated into, (x) the Borrower (so long as the Borrower is the surviving or continuing entity), (y) any other Subsidiary of New ICE Parent (other than (A) the Borrower or (B) any Subsidiary Guarantor unless the surviving or continuing entity pursuant to documentation reasonably satisfactory to is a Subsidiary Guarantor) or (z) any other Person, so long as such merger, consolidation or amalgamation constitutes a Permitted Acquisition and the Administrative Agentapplicable provisions of Sections 5.9 and 7.5 are satisfied, and if either Person is a Wholly Owned Subsidiary and/or a Subsidiary Guarantor, the surviving Person is a Wholly Owned Subsidiary and/or a Subsidiary Guarantor, as applicable; (ii) any Transferor the Borrower may merge, consolidate or amalgamate with another Person (other than SmithfieldNew ICE Parent or any Subsidiary thereof), so long as (y) and any other Person may merge into or amalgamate or consolidate with any Transferor in a transaction in which a Transferor the Borrower is the surviving corporationentity, orand (z) if such merger, concurrently with the consummation of such transactionconsolidation or amalgamation constitutes an Acquisition, the surviving entity becomes a Transferorapplicable conditions and requirements of Sections 5.9 and 7.5 are satisfied; (iii) any entity New ICE Parent may merge, consolidate or amalgamate with another Person (other than Smithfield the Borrower or the Buyer) may merge into or amalgamate with any other Subsidiary of New ICE Parent), so long as (y) New ICE Parent is the surviving entity and (other than Smithfield z) if such merger, consolidation or amalgamation constitutes an Acquisition, the Buyer)applicable conditions and requirements of Sections 5.9 and 7.5 are satisfied; (iv) to the extent not otherwise permitted under the foregoing clauses, any Non-Excluded Subsidiary may sellthat has sold, transfer, lease transferred or otherwise dispose disposed of its assets, including all or substantially all of the stock of its assets in connection with an Asset Disposition permitted under this Agreement and/or no longer conducts any of its Non-Excluded Subsidiariesactive trade or business may be liquidated, to Smithfield or another Non-Excluded Subsidiarywound up and dissolved; (v) any Non-Excluded Subsidiary of the Trust Options may liquidate or dissolve if Smithfield determines in good faith that such liquidation or dissolution is in the best interests of Smithfield and is not materially disadvantageous to the Lendersbe exercised; and (vi) New ICE Parent may merge, consolidate or amalgamate with any Transferor Wholly-Owned Subsidiary of New ICE Parent (including the Borrower) and the Borrower may merge, consolidate or amalgamate with any Wholly-Owned Subsidiary of New ICE Parent, in each case, so long as (y) the surviving entity is either New ICE Parent or a Wholly-Owned Subsidiary of New ICE Parent and shall be organized and existing under the laws of the United States of America, any State thereof or the District of Columbia; and (z) if such merger, consolidation or amalgamation involves (1) New ICE Parent and New ICE Parent is not the surviving entity or (2) the Borrower and the Borrower is not the surviving entity, then (A) immediately after giving effect to such merger, consolidation or amalgamation, no Default or Event of Default shall exist, (B)(I) to the extent New ICE Parent is not the surviving entity, such Wholly-Owned Subsidiary (“Successor New ICE Parent”) shall assume the Obligations of New ICE Parent under the Credit Documents pursuant to documentation reasonably acceptable to the Administrative Agent and (II) to the extent the Borrower is not the surviving entity, such Wholly-Owned Subsidiary (the “Successor Borrower”) shall assume the Obligations of the Borrower under the Credit Documents pursuant to documentation reasonably acceptable to the Administrative Agent and prior to the effectiveness thereof the Administrative Agent and the Lenders shall have received all information required by the PATRIOT Act or necessary for the Administrative Agent or any NonLender to verify the identity of the Successor New ICE Parent or Successor Borrower as required by the PATRIOT Act or other “know your customer” and anti-Excluded Subsidiary may sell, transfer, lease or otherwise dispose money laundering rules and regulations; provided that such information shall have been requested by the Administrative Agent and the applicable Lender reasonably in advance of (including pursuant to any the effectiveness of such merger, amalgamation consolidation or consolidationamalgamation, (C) its assets (including for if requested, the avoidance Administrative Agent shall have received an opinion of doubt any Excluded Receivable and all or substantially all a nationally recognized independent counsel as to the enforceability of the stock of any of its Non-Excluded Subsidiaries) in any manner expressly permitted by any Transaction Document or if permitted under Section 7.06 or Section 7.07 assumption of the Obligations by the Successor New ICE Parent or the Successor Borrower, as applicable, and (D) the Credit AgreementParties shall be in compliance with the covenants specified in Article VI on a Pro Forma Basis giving effect to such merger, consolidation or amalgamation.

Merger, Consolidation. Subject to the limitations of Section 7.1(i) of the Credit and Security Agreement), no Transferor Loan Party will, nor will it permit any of its Non-Excluded Subsidiaries to, merge into, amalgamate with or consolidate with any other Person, or permit any other Person to merge into, amalgamate with into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Non-Excluded Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Termination Event of Default shall have occurred and be continuing: (i) any Subsidiary (other than the BuyerBorrower) may merge, consolidate or amalgamate with Smithfield the Servicer in a transaction in which Smithfield the Servicer is the surviving entity pursuant to documentation reasonably satisfactory to the Administrative Agent; (ii) any Transferor other Person (other than Smithfieldthe Borrower) and any other Person may merge into or amalgamate or consolidate with any Transferor the Servicer in a transaction in which a Transferor the Servicer is the surviving corporation, or, concurrently with the consummation of such transaction, the surviving entity becomes a Transferor; the Servicer; (iii) any entity (other than Smithfield or the Buyer) Non-Excluded Subsidiary that is not a Loan Party may merge into or amalgamate or consolidate with any of the following: (A) any other entity Non-Excluded Subsidiary that is not a Loan Party and (B) any other Person (other than Smithfield or a Loan Party) if permitted under Section 7.03(a) of the Buyer); Parent Credit Agreement; (iv) any Non-Excluded Subsidiary may sell, transfer, lease or otherwise dispose of its assets, including all or substantially all of the stock of any of its Non-Excluded Subsidiaries, to Smithfield the Servicer or another Non-Excluded Subsidiary; ; provided that if any such transferor is a Loan Party, such transferee shall be a Loan Party; (v) any Non-Excluded Subsidiary may liquidate or dissolve if Smithfield the Servicer determines in good faith that such liquidation or dissolution is in the best interests of Smithfield the Servicer and is not materially disadvantageous to the Lenders; and and (vi) any Transferor the Servicer or any Non-Excluded Subsidiary may sell, transfer, lease or otherwise dispose of (including pursuant to any merger, amalgamation or consolidation) its assets (including for the avoidance of doubt any Excluded Receivable and all or substantially all of the stock of any of its Non-Excluded Subsidiaries) in any manner expressly permitted by any Transaction Document or if permitted under Section 7.06 or Section 7.07 of the Parent Credit Agreement.

Merger, Consolidation. Subject to Each of Parent and the limitations of Section 7.1(i) of the Credit Borrower will not, and Security Agreement, no Transferor will, nor will it not permit or cause any of its Non-Excluded Subsidiaries to, liquidate, wind up or dissolve, or enter into any consolidation, merger or other combination, or agree to do any of the foregoing; provided, however, that: (i) any Wholly Owned Subsidiary of the Borrower may merge intoor consolidate with any Subsidiary Guarantor (provided that a Subsidiary Guarantor is the surviving entity), amalgamate or may be liquidated into a Subsidiary Guarantor, in each case provided further that no Default or Event of Default shall have occurred and be continuing or would result therefrom; (ii) any Wholly Owned Subsidiary of the Borrower that is a Domestic Subsidiary may merge or consolidate with another Person other than the Borrower, provided that (x) the surviving entity is a Domestic Subsidiary and a Subsidiary Guarantor, (y) unless such other Person is a Wholly Owned Subsidiary immediately prior to giving effect thereto, such merger or consolidation shall constitute a Permitted Acquisition and the applicable conditions and requirements of Sections 6.9 and 6.10 shall be satisfied, and (z) no Default or Event of Default shall have occurred and be continuing or would result therefrom; (iii) any Wholly Owned Subsidiary of the Borrower that is a Foreign Subsidiary may merge or consolidate with any other PersonWholly Owned Subsidiary of the Borrower that is a Foreign Subsidiary, provided that if either constituent corporation is a Subsidiary Guarantor, the surviving entity shall be a Subsidiary Guarantor, and provided further that no Default or permit Event of Default shall have occurred and be continuing or would result therefrom; and (iv) to the extent not otherwise expressly permitted under the foregoing clauses, any other Person to merge intoWholly Owned Subsidiary that has sold, amalgamate with or consolidate with it, or sell, transfer, lease transferred or otherwise dispose disposed of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Non-Excluded Subsidiaries (assets in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Termination Event shall have occurred and be continuing: (i) any Subsidiary (other than the Buyer) may merge, consolidate or amalgamate connection with Smithfield in a transaction in which Smithfield is the surviving entity pursuant to documentation reasonably satisfactory to the Administrative Agent; (ii) any Transferor (other than Smithfield) and any other Person may merge into or amalgamate or consolidate with any Transferor in a transaction in which a Transferor is the surviving corporation, or, concurrently with the consummation of such transaction, the surviving entity becomes a Transferor; (iii) any entity (other than Smithfield or the Buyer) may merge into or amalgamate with any other entity (other than Smithfield or the Buyer); (iv) any Non-Excluded Subsidiary may sell, transfer, lease or otherwise dispose of its assets, including all or substantially all of the stock of any of its Non-Excluded Subsidiaries, to Smithfield or another Non-Excluded Subsidiary; (v) any Non-Excluded Subsidiary may liquidate or dissolve if Smithfield determines in good faith that such liquidation or dissolution is in the best interests of Smithfield and is not materially disadvantageous to the Lenders; and (vi) any Transferor or any Non-Excluded Subsidiary may sell, transfer, lease or otherwise dispose of (including pursuant to any merger, amalgamation or consolidation) its assets (including for the avoidance of doubt any Excluded Receivable and all or substantially all of the stock of any of its Non-Excluded Subsidiaries) in any manner expressly permitted by any Transaction Document or if an Asset Disposition permitted under Section 7.06 this Agreement and no longer conducts any active trade or Section 7.07 of the Parent Credit Agreementbusiness may be liquidated, wound up and dissolved.

Merger, Consolidation. Subject Other than with respect to or in connection with any disposition permitted under §8.8, the limitations of Section 7.1(i) of the Credit and Security Agreement, no Transferor will, Borrower will not nor will it permit the Guarantors or any of its Non-Excluded their respective Subsidiaries toto dissolve, merge intoliquidate, amalgamate with or consolidate with any other Person, or permit any other Person to merge into, amalgamate with or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series including, without limitation, by way of transactionsan LLC Division) all or substantially all of its assetsassets or business, merge, reorganize, consolidate or enter into any other business combination to effect any asset acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoing, in each case without the prior written consent of the Agent and the Majority Lenders. Notwithstanding the foregoing, so long as no Default or Event of Default has occurred and is continuing immediately before and after giving effect thereto, the following shall be permitted without the consent of the Agent or any Lender: (i) the merger or consolidation of one or more of the Subsidiaries of the Borrower (other than any Subsidiary that is a Guarantor or an Approved JV) with and into the Borrower (it being understood and agreed that in any such event the Borrower, as applicable, will be the surviving Person), (ii) the merger or consolidation of two or more Subsidiaries of the Borrower; provided that no such merger or consolidation shall involve any Subsidiary that is a Guarantor or an Approved JV unless such Guarantor or such Approved JV will be the surviving Person, (iii) the liquidation or dissolution of any Subsidiary of the Borrower that does not own any assets so long as such Subsidiary is not a Guarantor or an Approved JV (or if such Subsidiary is a Guarantor or an Approved JV, so long as the Borrower and such Subsidiary comply with the provisions of §5.5), (iv) the merger or consolidation of a Subsidiary Guarantor or an Approved JV into (A) REIT or the Borrower, provided that REIT or the Borrower, as applicable, shall be the continuing or surviving Person, (B) another Subsidiary Guarantor or (subject to compliance with the terms of this Agreement) another Approved JV, or all (C) any other Person, directly or substantially all of the stock of any of its Non-Excluded Subsidiaries (indirectly or as contemplated in each case, whether now owned or hereafter acquired§8.3(o), or liquidate or dissolve, except subject to compliance with the terms of this Agreement and provided that, if it owns a Borrowing Base Asset and is not the surviving entity, then the Borrower has complied with §5.4 to remove such Borrowing Base Asset from being included in the calculation of the Borrowing Base Availability; and (v) the merger or consolidation, directly or indirectly or as contemplated in §8.3(o), of REIT or the Borrower with any other Person so long as (X) REIT or the Borrower, as applicable, shall be the continuing and surviving Person; (Y) the Borrower shall have given the Agent and the Lenders at least 30 days’ prior written notice of such consolidation or merger; 116 and (Z) the time thereof Borrower shall have delivered to the Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then available to the Borrower, evidencing the continued compliance by the Borrower, Guarantors and immediately Approved JVs with the terms and conditions of this Agreement and the other Loan Documents, including, without limitation, the financial covenants contained in §9, after giving effect thereto no Termination Event shall have occurred and be continuing: (i) any Subsidiary (other than the Buyer) may mergeto such consolidation or merger, consolidate or amalgamate with Smithfield in a transaction in which Smithfield is the surviving entity pursuant to documentation reasonably satisfactory to the Administrative Agent; (ii) any Transferor (other than Smithfield) and any other Person may merge into or amalgamate or consolidate together with any Transferor documentation and information reasonably requested by the Lenders in connection with “know your customer” laws or policies. Nothing in this §8.4 shall prohibit the dissolution of a transaction in Subsidiary which a Transferor is the surviving corporation, or, concurrently with the consummation of such transaction, the surviving entity becomes a Transferor; (iii) any entity (other than Smithfield or the Buyer) may merge into or amalgamate with any other entity (other than Smithfield or the Buyer); (iv) any Non-Excluded Subsidiary may sell, transfer, lease or otherwise dispose has disposed of its assets, including all or substantially assets in accordance with this Agreement. A Subsidiary of the Borrower may sell all of the stock of any of its Non-Excluded Subsidiaries, to Smithfield or another Non-Excluded Subsidiary; (v) any Non-Excluded Subsidiary may liquidate or dissolve if Smithfield determines in good faith that such liquidation or dissolution is in the best interests of Smithfield and is not materially disadvantageous to the Lenders; and (vi) any Transferor or any Non-Excluded Subsidiary may sell, transfer, lease or otherwise dispose of (including pursuant to any merger, amalgamation or consolidation) its assets (including for and may effectuate such sale by merger or consolidation with another Person, with such other Person being the avoidance surviving entity) subject to compliance with the terms of doubt this Agreement (including, without limitation, §§5.4 and 8.8), and after any Excluded Receivable and all or substantially all of the stock of any of its Non-Excluded Subsidiaries) in any manner expressly such permitted by any Transaction Document or if permitted under Section 7.06 or Section 7.07 of the Parent Credit Agreementsale, may dissolve.

Merger, Consolidation. Subject to the limitations of Section 7.1(i) of the Credit EachThe Borrower will not, and Security Agreement, no Transferor will, nor will it not permit or cause any of its Non-Excluded Subsidiaries to, merge intoliquidate, amalgamate with or consolidate with any other Person, or permit any other Person to merge into, amalgamate with or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Non-Excluded Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate wind up or dissolve, except thator enter into any consolidation, if at the time thereof and immediately after giving effect thereto no Termination Event shall have occurred and be continuingamalgamation, merger or other combination, except: (i) any Subsidiary of the Parent Borrower (other than the BuyerSubsidiary Borrower or any Guarantor) may merge, consolidate or amalgamate with Smithfield in a transaction in which Smithfield with, or be liquidated into, (x) athe Borrower (so long as suchthe Borrower is the surviving or continuing entity), (y) any other Subsidiary of the Parent Borrower (other than (A) the Subsidiary Borrower or (B) any Guarantor unless (in the case of this clause (B) only) the surviving or continuing entity pursuant to documentation reasonably satisfactory is a Guarantor) or (z) so long as no Event of Default has occurred and is continuing or would result therefrom, any other Person, to the Administrative Agentextent such merger, consolidation or amalgamation is not prohibited by Section 7.4 and, if either Person is a Wholly Owned Subsidiary, then the surviving Person is a Wholly Owned Subsidiary; (ii) any Transferor so long as no Event of Default has occurred and is continuing or would result therefrom, anythe Borrower may merge, consolidate or amalgamate with another Person (other than Smithfield) and the Parent Borrower or any other Person may merge into or amalgamate or consolidate with any Transferor in a transaction in which a Transferor Subsidiary thereof), so long as suchthe Borrower is the surviving corporation, or, concurrently with the consummation of such transaction, the surviving entity becomes a Transferor;entity; and (iii) to the extent not otherwise permitted under the foregoing clauses, any entity (other than Smithfield or the Buyer) may merge into or amalgamate with any other entity (other than Smithfield or the Buyer); (iv) any Non-Excluded Subsidiary may sellthat has sold, transfer, lease transferred or otherwise dispose disposed of its assets, including all or substantially all of the stock of its assets in connection with a transaction permitted under this Agreement and/or no longer conducts any of its Non-Excluded Subsidiariesactive trade or business may be liquidated, wound up or dissolved or may otherwise cease to Smithfield or another Non-Excluded Subsidiary; (v) any Non-Excluded Subsidiary may liquidate or dissolve if Smithfield determines in good faith that such liquidation or dissolution is in the best interests of Smithfield and is not materially disadvantageous to the Lenders; and (vi) any Transferor or any Non-Excluded Subsidiary may sell, transfer, lease or otherwise dispose of (including exist pursuant to any merger, amalgamation or consolidation) its assets (including for the avoidance of doubt any Excluded Receivable and all or substantially all of the stock of any of its Non-Excluded Subsidiaries) in any manner expressly permitted a transaction not prohibited by any Transaction Document or if permitted under Section 7.06 or Section 7.07 of the Parent Credit this Agreement.

Merger, Consolidation. Subject to the limitations of Section 7.1(i) of the Credit The Borrower will not, and Security Agreement, no Transferor will, nor will it not permit any of its Non-Excluded Subsidiaries or the REIT to, merge intoeffect any dissolution, amalgamate with or consolidate with any other Personliquidation, or permit any other Person to merge into, amalgamate with or consolidate with it, or sell, transfer, lease or otherwise dispose disposition of (in one transaction or in a series of transactions) all or substantially all of its assetsassets or business, merger, reorganization, consolidation or all or substantially all other business combination, in each case without the prior written consent of the stock Required Lenders except for (i) the merger or consolidation of one or more of the Subsidiaries of the Borrower with and into the Borrower (it being understood and agreed that in any such event the Borrower will be the surviving Person), (ii) the merger or consolidation of two or more Subsidiaries of the Borrower; provided that no such merger or consolidation shall involve any Subsidiary that is a Guarantor (unless the Guarantor is the surviving entity), (iii) asset sales consummated in accordance with §8.5, and (iv) the merger or consolidation, directly or indirectly, of Borrower or the REIT with any other Person so long as (A) REIT or Borrower, as applicable shall be the continuing and surviving Person (provided that Borrower may not merge with the REIT); (B) Borrower shall have given the Agent and the Lenders at least thirty (30) days’ prior written notice of such consolidation or merger; (C) Borrower shall have delivered to the Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then available to Borrower, evidencing the continued compliance by the Borrower and Guarantors, if any, with the terms and conditions of this Agreement and the other Loan Documents, including, without limitation, the financial covenants contained in §9, after giving effect to such consolidation or merger, together with any documentation and information reasonably requested by the Lenders in connection with “know your customer” laws or policies; (D) there is no Default or Event of Default at the time of such consolidation or merger and the consummation of such consolidation or merger does not result in a Default or Event of Default (including without limitation, pursuant to §7.18); and (E) each of the representations and warranties made by the Borrower or any of its Non-Excluded Subsidiaries (contained in each casethis Agreement, whether now owned the other Loan Documents or hereafter acquired), otherwise in connection therewith as or liquidate or dissolve, except that, if at after the time date thereof and shall be true in all material respects immediately after giving effect thereto no Termination Event to such merger or consolidation (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall have occurred be required to be true and be continuing: (i) any Subsidiary (other than the Buyer) may merge, consolidate or amalgamate with Smithfield in a transaction in which Smithfield is the surviving entity pursuant to documentation reasonably satisfactory to the Administrative Agent; (ii) any Transferor (other than Smithfield) and any other Person may merge into or amalgamate or consolidate with any Transferor in a transaction in which a Transferor is the surviving corporation, or, concurrently with the consummation correct only as of such transactionspecified date, the surviving entity becomes a Transferor; (iii) and that any entity (other than Smithfield representation or the Buyer) may merge into or amalgamate with any other entity (other than Smithfield or the Buyer); (iv) any Non-Excluded Subsidiary may sell, transfer, lease or otherwise dispose of its assets, including all or substantially all of the stock of any of its Non-Excluded Subsidiaries, to Smithfield or another Non-Excluded Subsidiary; (v) any Non-Excluded Subsidiary may liquidate or dissolve if Smithfield determines in good faith warranty that such liquidation or dissolution is in the best interests of Smithfield and is not materially disadvantageous to the Lenders; and (vi) any Transferor or any Non-Excluded Subsidiary may sell, transfer, lease or otherwise dispose of (including pursuant to any merger, amalgamation or consolidation) its assets (including for the avoidance of doubt any Excluded Receivable and all or substantially all of the stock of any of its Non-Excluded Subsidiaries) in any manner expressly permitted qualified by any Transaction Document or if permitted under Section 7.06 or Section 7.07 of the Parent Credit Agreementmateriality standard shall be required to be true and correct in all respects).

Merger, Consolidation. Subject Other than with respect to or in connection with any disposition permitted under §8.8, the limitations of Section 7.1(i) of the Credit and Security Agreement, no Transferor willBorrower will not, nor will it permit the Guarantors or any of its Non-Excluded their respective Subsidiaries to, merge intodissolve, amalgamate with or consolidate with any other Personliquidate, or permit any other Person to merge into, amalgamate with or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assetsassets or business, merge, reorganize, consolidate or all do any other business combination, individually or substantially all in a series of transactions which may have a similar effect as any of the stock foregoing, in each case without the prior written consent of the Required Lenders. Notwithstanding the foregoing, so long as no Default or Event of Default has occurred and is continuing immediately before and after giving effect thereto, the following shall be permitted without the consent of the Agent or any Lender: (i) the merger or consolidation of one or more of the Subsidiaries of the Borrower (other than any Subsidiary that is a Guarantor) with and into the Borrower (it being understood and agreed that in any such event the Borrower will be the surviving Person), (ii) the merger or consolidation of two or more Subsidiaries of the Borrower; provided that no such merger or consolidation shall involve any Subsidiary that is a Guarantor unless such Guarantor will be the surviving Person, (iii) the liquidation or dissolution of any Subsidiary of its Non-Excluded Subsidiaries the Borrower that does not own any assets so long as such Subsidiary is not a Guarantor, and (iv) the merger or consolidation, directly or indirectly, of Borrower with any other Person so long as (A) Borrower shall be the continuing and surviving Person; (B) Borrower shall have given the Agent and the Lenders at least thirty (30) days’ prior written notice of such consolidation or merger; (C) Borrower shall have delivered to the Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then available to Borrower, evidencing the continued compliance by the Borrower, the REIT and Guarantors with the terms and conditions of this Agreement and the other Loan Documents, including, without limitation, the financial covenants contained in each case§9, whether now owned after giving effect to such consolidation or hereafter acquired)merger, together with any documentation and information reasonably requested by the Lenders in connection with “know your customer” laws or liquidate policies; (D) such consolidation or dissolve, except that, if merger is not the result of a hostile takeover; (E) there is no Default or Event of Default at the time thereof of such consolidation or merger and the consummation of such consolidation or merger does not result in a Default or Event of Default (including without limitation, any Change of Control); and (F) each of the representations and warranties made by or on behalf of the Borrower, the REIT, the Guarantors or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true in all material respects immediately after giving effect thereto no Termination Event to such merger or consolidation (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall have occurred be required to be true and be continuing: (i) any Subsidiary (other than the Buyer) may merge, consolidate or amalgamate with Smithfield in a transaction in which Smithfield is the surviving entity pursuant to documentation reasonably satisfactory to the Administrative Agent; (ii) any Transferor (other than Smithfield) and any other Person may merge into or amalgamate or consolidate with any Transferor in a transaction in which a Transferor is the surviving corporation, or, concurrently with the consummation correct only as of such transactionspecified date, and that any representation or warranty that is qualified by any materiality standard shall be required to be true and correct in all respects). Nothing in this §8.4 shall prohibit the surviving entity becomes dissolution of a Transferor; (iii) any entity (other than Smithfield or the Buyer) may merge into or amalgamate with any other entity (other than Smithfield or the Buyer); (iv) any Non-Excluded Subsidiary may sell, transfer, lease or otherwise dispose which has disposed of its assets, including all or substantially assets in accordance with this Agreement. A Subsidiary of the Borrower may sell all of the stock of any of its Non-Excluded Subsidiaries, to Smithfield or another Non-Excluded Subsidiary; (v) any Non-Excluded Subsidiary may liquidate or dissolve if Smithfield determines in good faith that such liquidation or dissolution is in the best interests of Smithfield and is not materially disadvantageous to the Lenders; and (vi) any Transferor or any Non-Excluded Subsidiary may sell, transfer, lease or otherwise dispose of (including pursuant to any merger, amalgamation or consolidation) its assets (including for and may effectuate such sale by merger or consolidation with another Person, with such other Person being the avoidance surviving entity) subject to compliance with the terms of doubt this Agreement (including, without limitation, §8.8), and after any Excluded Receivable and all or substantially all of the stock of any of its Non-Excluded Subsidiaries) in any manner expressly such permitted by any Transaction Document or if permitted under Section 7.06 or Section 7.07 of the Parent Credit Agreementsale, may dissolve.

Merger, Consolidation. Subject to the limitations of Section 7.1(i) of the Credit and Security Agreement, no Transferor willBorrower will not, nor will it Borrower permit REIT or any of its Non-Excluded their respective Subsidiaries to, merge intobecome a party to any dissolution, amalgamate with or consolidate with any other Personliquidation, or permit any other Person to merge into, amalgamate with or consolidate with it, or sell, transfer, lease or otherwise dispose disposition of (in one transaction or in a series of transactions) all or substantially all of its assetsassets or business, merger, reorganization, consolidation or all other business combination or substantially all agree to effect any asset acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the stock of any of its Non-Excluded Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolveforegoing, except that, if at the time thereof and immediately after giving effect thereto no Termination Event shall have occurred and be continuing: for (i) the merger or consolidation of one or more of the Subsidiaries of Borrower with and into Borrower (it being understood and agreed that in any Subsidiary (other than the Buyer) may merge, consolidate or amalgamate with Smithfield in a transaction in which Smithfield is such event Borrower will be the surviving entity pursuant to documentation reasonably satisfactory to the Administrative Agent; Person), (ii) any Transferor (other than Smithfield) and any other Person may merge into the merger or amalgamate consolidation of two or consolidate with any Transferor in a transaction in which a Transferor is the surviving corporationmore Subsidiaries of Borrower, or, concurrently with the consummation of such transaction, the surviving entity becomes a Transferor; (iii) any entity dissolution of a Subsidiary that owns no assets, (iv) dispositions permitted by §8.8, and (v) a merger of a Person with a Subsidiary of the Borrower (other than Smithfield a Subsidiary which is a Subsidiary Guarantor that directly or indirectly owns an Unencumbered Asset), so long as (A) in the Buyer) may merge into case of a merger with a Subsidiary of Borrower organized under the laws of a political subdivision of the United States, such Person was organized under the laws of the United States of America or amalgamate with any other entity (other than Smithfield or the Buyer); (iv) any Non-Excluded Subsidiary may sell, transfer, lease or otherwise dispose one of its assetsstates; (B) if such Subsidiary is a Subsidiary Guarantor, including all or substantially all such Subsidiary is the survivor of such merger, and if such Subsidiary is not a Subsidiary Guarantor, the surviving Person is controlled by the Borrower; (C) the Borrower shall have given the Agent at least ten (10) Business Days’ prior written notice of such merger; (D) such merger is completed as a result of negotiations with the approval of the stock board of any directors or similar body of its Non-Excluded Subsidiaries, to Smithfield or another Non-Excluded Subsidiary; (v) any Non-Excluded Subsidiary may liquidate or dissolve if Smithfield determines in good faith that such liquidation or dissolution is in the best interests of Smithfield Person and is not materially disadvantageous to the Lendersa so called “hostile takeover”; and (viE) any Transferor or any Non-Excluded Subsidiary may sell, transfer, lease or otherwise dispose of (including pursuant to any following such merger, amalgamation or consolidationthe Borrower and its Subsidiaries will continue to be engaged solely in the businesses permitted by §7.14; and (F) its assets such merger, together with all other mergers permitted by this §8.4(v) and consummated in the same fiscal year as such merger, shall not increase the Gross Asset Value by more than fifty percent (including for the avoidance of doubt any Excluded Receivable and all or substantially all 50%) of the stock of any of its Non-Excluded Subsidiaries) in any manner expressly permitted by any Transaction Document or if permitted under Section 7.06 or Section 7.07 Gross Asset Value as of the Parent Credit Agreementend of the previous fiscal year; provided that no such merger or consolidation shall be permitted in the event that a Default or Event of Default exists immediately before or would exist after giving effect thereto.

Merger, Consolidation. Subject to the limitations of Section 7.1(i) of the No Credit and Security Agreement, no Transferor Party will, nor and will it not permit or cause any of its Non-Excluded Subsidiaries to, merge intoliquidate, amalgamate with or consolidate with any other Person, or permit any other Person to merge into, amalgamate with or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Non-Excluded Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate wind up or dissolve, except or enter into any consolidation, merger or other combination, or agree to do any of the foregoing; provided, however, that, if at the time thereof and immediately after giving effect thereto no Termination Event shall have occurred and be continuing: (i) any Subsidiary (other than the BuyerBorrower) of Holdings may mergebe merged (or consolidate) with and into the Borrower or any other Subsidiary, consolidate or amalgamate be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, leased, transferred or otherwise disposed of in one transaction or series of transactions to the Borrower or any Guarantor; provided that (i) in the case of any such merger or consolidation with Smithfield or into the Borrower, the Borrower shall be the continuing or surviving Person, and (ii) in the case of any such merger or consolidation with or into any Guarantor, such Guarantor (other than a merger or consolidation involving the Borrower) shall be the continuing or surviving Person or the continuing or surviving Person shall expressly assume the obligations of the relevant Guarantor in a transaction in which Smithfield is the surviving entity pursuant to documentation manner reasonably satisfactory to the Administrative Agent; (iib) Permitted Acquisitions shall be permitted; (c) Holdings or any Intermediate Parent may be merged (or consolidate) with and into Holdings or any Intermediate Parent; provided that Holdings shall be the continuing or surviving Person; (d) any Transferor Subsidiary that is a Non-Credit Party may merge or consolidate with another Person (other than Smithfieldany Credit Party) so long as (x) the surviving entity is a Subsidiary of the Borrower, (y) such merger or consolidation shall constitute or be necessary to effectuate a Permitted Acquisition and the applicable conditions and requirements of Section 6.09 shall be satisfied and (z) immediately after giving effect thereto, no Event of Default would exist; (e) in connection with any other Person acquisition or similar Investment permitted under Section 8.05, any Subsidiary of the Borrower may merge into or amalgamate consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (A) the Person surviving such merger shall be a Wholly Owned Subsidiary of the Borrower and (B) in the case of any Transferor in such merger to which any Credit Party (other than the Borrower) is a transaction in which a Transferor party, such Credit Party is the surviving corporation, or, concurrently with the consummation of such transaction, the surviving entity becomes a Transferor;Person; and (iiif) any entity the following transactions shall be permitted: (other than Smithfield i) the liquidation or the Buyer) may merge into or amalgamate with any other entity (other than Smithfield or the Buyer); (iv) any Non-Excluded Subsidiary may sell, transfer, lease or otherwise dispose of its assets, including all or substantially all of the stock dissolution of any of its Non-Excluded Subsidiaries, to Smithfield or another Non-Excluded Subsidiary; (v) any Non-Excluded Subsidiary may liquidate or dissolve if Smithfield the Borrower determines in good faith that such liquidation or dissolution is in the best interests of Smithfield and the Borrower, is not materially disadvantageous to the Lenders; and (vi) any Transferor Lenders and the Borrower or any Non-Excluded Subsidiary may sell, transfer, lease receives any assets of any dissolved or otherwise dispose liquidated Subsidiary; provided that in the case of any liquidation or dissolution of any Credit Party the assets of such Credit Party shall be distributed to another Subsidiary that is a Credit Party; (including pursuant to ii) any merger, amalgamation dissolution, liquidation or consolidation, the purpose of which is to effect (A) its assets any Disposition otherwise permitted under this Section 8.01 (including for the avoidance of doubt other than clause (a), (b), or this clause (f)) or (B) any Excluded Receivable and all or substantially all of the stock of any of its Non-Excluded Subsidiaries) in any manner expressly permitted by any Transaction Document or if Investment permitted under Section 7.06 8.05; and (iii) the conversion of Holdings, the Borrower or Section 7.07 any Subsidiary into another form of entity, so long as such conversion does not adversely affect the value of the Parent Guaranty or Collateral, if any; provided, however, that after giving effect to such conversion (i) any Domestic Subsidiary remains a Domestic Subsidiary and (ii) any Credit AgreementParty remains a Credit Party.

Merger, Consolidation. Subject to the limitations of Section 7.1(i) of the Credit Each Borrower will not, and Security Agreement, no Transferor will, nor will it not permit or cause any of its Non-Excluded Subsidiaries to, merge intoliquidate, wind up or dissolve, or enter into any consolidation, merger, amalgamation or other combination; provided, however, that: (a) any Subsidiary of ▇▇▇▇▇▇▇▇ (other than a Foreign Subsidiary Borrower) may merge, amalgamate with or consolidate with, or be liquidated into (i) ▇▇▇▇▇▇▇▇ (so long as ▇▇▇▇▇▇▇▇ is the surviving or continuing entity) or (ii) any other Subsidiary (so long as, if either constituent entity is (A) a U.S. Subsidiary Guarantor, then the surviving or continuing entity is a U.S. Subsidiary Guarantor, (B) a Foreign Subsidiary Guarantor, then the surviving or continuing entity is a Subsidiary Guarantor or (C) a Foreign Subsidiary Borrower, then the surviving or continuing entity is such Foreign Subsidiary Borrower), in each case so long as no Default or Event of Default has occurred and is continuing or would immediately result therefrom; (b) any Foreign Subsidiary Borrower may merge, amalgamate or consolidate with, or be liquidated into (i) ▇▇▇▇▇▇▇▇ (so long as ▇▇▇▇▇▇▇▇ is the surviving or continuing entity), or (ii) any Consolidated Entity other than ▇▇▇▇▇▇▇▇ (so long as such Foreign Subsidiary Borrower is the surviving or continuing entity), in each case so long as no Default or Event of Default has occurred and is continuing or would result therefrom; (c) any Subsidiary of ▇▇▇▇▇▇▇▇ (other than a Foreign Subsidiary Borrower) may merge, amalgamate or consolidate with another Person (other than another Consolidated Entity), so long as (i) if such Subsidiary is (A) a U.S. Subsidiary Guarantor, the surviving or continuing entity is a U.S. Subsidiary Guarantor or (B) a Foreign Subsidiary Guarantor, then the surviving or continuing entity is a Subsidiary Guarantor, (ii) such merger, amalgamation or consolidation constitutes a Permitted Acquisition and the applicable conditions and requirements of Section 6.9 are satisfied, and (iii) no Default or Event of Default has occurred and is continuing or would immediately result therefrom; (d) any other Person, or permit any other Person to merge intoBorrower may merge, amalgamate with or consolidate with itanother Person (other than another Consolidated Entity), so long as (i) such Borrower is the surviving entity, (ii) such merger, amalgamation or sellconsolidation constitutes a Permitted Acquisition and the applicable conditions and requirements of Section 6.9 are satisfied, transferand (iii) no Default or Event of Default has occurred and is continuing or would immediately result therefrom; (e) any Subsidiary that is not a Borrower may merge, lease amalgamate or consolidate with another Person (other than another Consolidated Entity), so long as (i) the surviving entity is not a Subsidiary and (ii) the disposition of the Capital Stock of such Subsidiary would be permitted under Section 8.4(f); and (f) to the extent not otherwise permitted under the foregoing clauses, any Subsidiary that (i) has sold, transferred or otherwise dispose disposed of (in one transaction or in a series of transactions) all or substantially all of its assets, assets in connection with an Asset Disposition permitted under this Agreement or all or substantially all of the stock of any of its Non-Excluded Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Termination Event shall have occurred and be continuing: (i) any Subsidiary (other than the Buyer) may merge, consolidate or amalgamate with Smithfield in a transaction in which Smithfield is the surviving entity pursuant to documentation reasonably satisfactory to the Administrative Agent; (ii) no longer conducts any Transferor (other than Smithfield) material active trade or business as reasonably determined by ▇▇▇▇▇▇▇▇ may, in either case, be liquidated, wound up and any other Person may merge into dissolved, so long as no Default or amalgamate or consolidate with any Transferor in a transaction in which a Transferor is the surviving corporation, or, concurrently with the consummation Event of such transaction, the surviving entity becomes a Transferor; (iii) any entity (other than Smithfield or the Buyer) may merge into or amalgamate with any other entity (other than Smithfield or the Buyer); (iv) any Non-Excluded Subsidiary may sell, transfer, lease or otherwise dispose of its assets, including all or substantially all of the stock of any of its Non-Excluded Subsidiaries, to Smithfield or another Non-Excluded Subsidiary; (v) any Non-Excluded Subsidiary may liquidate or dissolve if Smithfield determines in good faith that such liquidation or dissolution is in the best interests of Smithfield Default has occurred and is not materially disadvantageous to the Lenders; and (vi) any Transferor continuing or any Non-Excluded Subsidiary may sell, transfer, lease or otherwise dispose of (including pursuant to any merger, amalgamation or consolidation) its assets (including for the avoidance of doubt any Excluded Receivable and all or substantially all of the stock of any of its Non-Excluded Subsidiaries) in any manner expressly permitted by any Transaction Document or if permitted under Section 7.06 or Section 7.07 of the Parent Credit Agreementwould immediately result therefrom.

Merger, Consolidation. Subject to the limitations of Section 7.1(i) Each of the Credit Parent and Security Agreementthe Borrower will not, no Transferor will, nor and will it not permit or cause any of its Non-Excluded Subsidiaries to, merge intoliquidate, amalgamate with or consolidate with any other Person, or permit any other Person to merge into, amalgamate with or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Non-Excluded Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate wind up or dissolve, except or enter into any consolidation, merger or other combination, or agree to do any of the foregoing; provided, however, that, if at the time thereof and immediately after giving effect thereto no Termination Event shall have occurred and be continuing: (i) any Wholly Owned Subsidiary of the Borrower may merge or consolidate with, or be liquidated into, (other than x) the Buyer) may merge, consolidate or amalgamate with Smithfield in a transaction in which Smithfield Borrower (so long as the Borrower is the surviving or continuing entity) or (y) any other Wholly Owned Subsidiary (so long as, if either constituent entity pursuant to documentation reasonably satisfactory to is a Subsidiary Guarantor, the Administrative Agentsurviving or continuing entity is a Subsidiary Guarantor), and in each case so long as no Default or Event of Default has occurred and is continuing or would result therefrom; (ii) any Transferor Wholly Owned Subsidiary of the Borrower may merge or consolidate with another Person (other than Smithfieldanother Credit Party, which merger or consolidation with another Credit Party may be permitted under Section 8.1(i)), so long as (w) and any other Person may merge into or amalgamate or consolidate with any Transferor in a transaction in which a Transferor is the surviving corporation, or, concurrently with the consummation of such transactionif required by Section 6.9, the surviving entity becomes is a TransferorSubsidiary Guarantor, (x) such merger or consolidation is a permitted Investment under Section 8.5, (y) the applicable conditions and requirements of Sections 6.9 and 6.10 are satisfied, and (z) no Default or Event of Default has occurred and is continuing or would result therefrom; (iii) any entity the Borrower may merge or consolidate with another Person (other than Smithfield another Credit Party, which merger or consolidation with another Credit Party may be permitted under Section 8.1(i)), so long as (w) the BuyerBorrower is the surviving entity, (x) may merge into such merger or amalgamate with any other entity consolidation is a permitted Investment under Section 8.5, (other than Smithfield y) the applicable conditions and requirements of Sections 6.9 and 6.10 are satisfied, and (z) no Default or the Buyer)Event of Default has occurred and is continuing or would result therefrom; (iv) to the extent not otherwise permitted under the foregoing clauses, any Non-Excluded Immaterial Subsidiary may sellbe liquidated, transferwound up and dissolved, lease so long as no Default or otherwise dispose Event of its assets, including all or substantially all of the stock of any of its Non-Excluded Subsidiaries, to Smithfield or another Non-Excluded Subsidiary; (v) any Non-Excluded Subsidiary may liquidate or dissolve if Smithfield determines in good faith that such liquidation or dissolution is in the best interests of Smithfield Default has occurred and is not materially disadvantageous to the Lenders; and (vi) any Transferor continuing or any Non-Excluded Subsidiary may sell, transfer, lease or otherwise dispose of (including pursuant to any merger, amalgamation or consolidation) its assets (including for the avoidance of doubt any Excluded Receivable and all or substantially all of the stock of any of its Non-Excluded Subsidiaries) in any manner expressly permitted by any Transaction Document or if permitted under Section 7.06 or Section 7.07 of the Parent Credit Agreementwould result therefrom.

Merger, Consolidation. Subject to the limitations of Section 7.1(i) Each of the Credit Borrowers and Security AgreementNew ICE Parent will not, no Transferor will, nor and will it not permit or cause any of its Non-Excluded Subsidiaries to, merge intoliquidate, amalgamate with or consolidate with any other Person, or permit any other Person to merge into, amalgamate with or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Non-Excluded Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate wind up or dissolve, except thator enter into any consolidation, if at amalgamation, merger or other combination, or agree to do any of the time thereof and immediately after giving effect thereto foregoing; provided, however, that so long as no Termination Default or Event shall have of Default has occurred and be continuingis continuing or would result therefrom: (i) any Subsidiary of New ICE Parent (other than the Buyera Borrower) may merge, consolidate or amalgamate with Smithfield in with, or be liquidated into, (x) a transaction in which Smithfield Borrower (so long as such Borrower is the surviving or continuing entity), (y) any other Subsidiary of New ICE Parent (other than (A) a Borrower or (B) any Subsidiary Guarantor unless the surviving or continuing entity pursuant to documentation reasonably satisfactory to is a Subsidiary Guarantor) or (z) any other Person, so long as such merger, consolidation or amalgamation constitutes a Permitted Acquisition and the Administrative Agentapplicable provisions of Sections 5.9 and 7.5 are satisfied, and if either Person is a Wholly Owned Subsidiary and/or a Subsidiary Guarantor, the surviving Person is a Wholly Owned Subsidiary and/or Subsidiary Guarantor, as applicable; (ii) any Transferor a Borrower may merge, consolidate or amalgamate with another Person (other than Smithfield) and New ICE Parent, any other Person may merge into Borrower or amalgamate or consolidate with any Transferor in a transaction in which a Transferor Subsidiary of New ICE Parent), so long as (y) such Borrower is the surviving corporationentity, orand (z) if such merger, concurrently with the consummation of such transactionconsolidation or amalgamation constitutes an Acquisition, the surviving entity becomes a Transferorapplicable conditions and requirements of Sections 5.9 and 7.5 are satisfied; (iii) any entity New ICE Parent may merge, consolidate or amalgamate with another Person (other than Smithfield any Borrower or the Buyer) may merge into or amalgamate with any other entity Subsidiary of New ICE Parent), so long as (other than Smithfield y) New ICE Parent is the surviving entity, and (z) if such merger, consolidation or amalgamation constitutes an Acquisition, the Buyer)applicable conditions and requirements of Sections 5.9 and 7.5 are satisfied; (iv) to the extent not otherwise permitted under the foregoing clauses, any Non-Excluded Subsidiary may sellthat has sold, transfer, lease transferred or otherwise dispose disposed of its assets, including all or substantially all of the stock of its assets in connection with an Asset Disposition permitted under this Agreement and/or no longer conducts any of its Non-Excluded Subsidiariesactive trade or business may be liquidated, to Smithfield or another Non-Excluded Subsidiary;wound up and dissolved; and (v) any Non-Excluded Subsidiary may liquidate or dissolve if Smithfield determines in good faith that such liquidation or dissolution is in the best interests of Smithfield and is not materially disadvantageous to the Lenders; and (vi) any Transferor or any Non-Excluded Subsidiary may sell, transfer, lease or otherwise dispose of (including pursuant to any merger, amalgamation or consolidation) its assets (including for the avoidance of doubt any Excluded Receivable and all or substantially all of the stock of any of its Non-Excluded Subsidiaries) in any manner expressly permitted by any Transaction Document or if permitted under Section 7.06 or Section 7.07 of the Parent Credit AgreementTrust Options may be exercised.

Merger, Consolidation. Subject to the limitations of Section 7.1(i) of the Credit Matria will not, and Security Agreement, no Transferor will, nor will it not permit or cause any of its Non-Excluded Subsidiaries to, liquidate, wind up or dissolve, or enter into any consolidation, merger or other combination, or agree to do any of the foregoing; provided, however, that: (i) Matria may merge into, amalgamate with or consolidate with any other another Person, or permit any provided that (x) Matria is the surviving entity, (y) unless such other Person is a Wholly Owned Subsidiary immediately prior to merge into, amalgamate with or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Non-Excluded Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto thereto, such merger or consolidation shall constitute a Permitted Acquisition and the applicable conditions and requirements of SECTIONS 6.9 and 6.10 shall be satisfied, and (z) no Termination Default or Event of Default shall have occurred and be continuing: (i) any Subsidiary (other than the Buyer) may merge, consolidate continuing or amalgamate with Smithfield in a transaction in which Smithfield is the surviving entity pursuant to documentation reasonably satisfactory to the Administrative Agentwould result therefrom; (ii) any Transferor (other than Smithfield) and any other Person Wholly Owned Subsidiary may merge into or amalgamate or consolidate with any Transferor in a transaction in which a Transferor Matria (provided that Matria is the surviving corporation, or, concurrently entity) or with the consummation of such transaction, any Subsidiary Guarantor (provided that a Subsidiary Guarantor is the surviving entity becomes a Transferorentity), and in each case provided further that no Default or Event of Default shall have occurred and be continuing or would result therefrom; (iii) any entity (other than Smithfield or the Buyer) Wholly Owned Subsidiary that is a Domestic Subsidiary may merge into or amalgamate consolidate with any other another Person not a Subsidiary immediately prior to giving effect thereto, provided that (x) the surviving entity shall be a Wholly Owned Subsidiary that is a Domestic Subsidiary and a Subsidiary Guarantor, (other than Smithfield y) such merger or consolidation shall constitute a Permitted Acquisition and the Buyer)applicable conditions and requirements of SECTIONS 6.9 and 6.10 shall be satisfied, and (z) no Default or Event of Default shall have occurred and be continuing or would result therefrom; (iv) any Non-Excluded Wholly Owned Subsidiary that is a Foreign Subsidiary may sellmerge or consolidate with any other Wholly Owned Subsidiary that is a Foreign Subsidiary, transferprovided that if either constituent corporation is a Borrower or a Subsidiary Guarantor, lease the surviving entity shall be a Borrower or otherwise dispose a Subsidiary Guarantor, as the case may be, and provided further that no Default or Event of its assets, including all Default shall have occurred and be continuing or substantially all of the stock of any of its Non-Excluded Subsidiaries, to Smithfield or another Non-Excluded Subsidiarywould result therefrom; (v) any Non-Excluded Matria may merge with a direct Wholly Owned Subsidiary may liquidate of a newly created holding company, which holding company ("Holdings") is a direct Wholly Owned Subsidiary of Matria, in a transaction permitted by Section 251(g) of the Delaware General Corporation Law, provided that (u) Matria shall have given the Administrative Agent not less than sixty (60) days' prior written notice of such merger, (v) Matria shall be the surviving entity, (w) such transaction shall comply in all respects with the requirements of Section 251(g) of the Delaware General Corporation Law, (x) no Default or dissolve if Smithfield determines in good faith that such liquidation Event of Default shall have occurred and be continuing or dissolution is in the best interests of Smithfield would result therefrom, (y) Holdings shall have executed and is not materially disadvantageous delivered to the Lenders; and Administrative Agent (vi1) any Transferor or any Non-Excluded Subsidiary may sella guaranty agreement, transfer, lease or otherwise dispose of (including pursuant to any mergerwhich Holdings shall guarantee the payment in full of the Obligations of Matria and the other Borrowers under this Agreement and the other Credit Documents, amalgamation (2) a security agreement (or consolidationa joinder to the Security Agreement), pursuant to which Holdings shall grant to the Administrative Agent a first priority Lien upon and security interest in its personal property as Collateral for its obligations under such guaranty, subject only to Permitted Liens, and (3) its assets (including for a pledge agreement, pursuant to which Holdings shall pledge to the avoidance of doubt any Excluded Receivable and all or substantially Administrative Agent all of the stock of any of its Non-Excluded Subsidiaries) in any manner expressly permitted by any Transaction Document or if permitted under Section 7.06 or Section 7.07 of the Parent Credit Agreement.Capital Stock of

Merger, Consolidation. Subject to the limitations of Section 7.1(i) of the Credit and Security Agreement, no Transferor will, nor will it permit any of its Non-Excluded Restricted Subsidiaries to, merge into, amalgamate with into or consolidate with any other Person, or permit any other Person to merge into, amalgamate with into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Non-Excluded Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Termination Event shall have occurred and be continuing: (i) any Subsidiary (other than the Buyer) may merge, consolidate or amalgamate merge with Smithfield in a transaction in which Smithfield is the surviving entity pursuant to documentation reasonably satisfactory to the Administrative Agent; (ii) any Transferor (other than Smithfield) and any other Person may merge into or amalgamate or consolidate with any Transferor in a transaction in which a Transferor is the surviving corporation, or, concurrently with the consummation of such transaction, the surviving entity becomes a Transferor; (iii) any entity (other than Smithfield or the Buyer) may merge into or amalgamate with any other entity (other than Smithfield or the Buyer); (iv) any Non-Excluded Restricted Subsidiary may sell, transfer, lease or otherwise dispose of its assets, including all or substantially all of the stock of any of its Non-Excluded Subsidiaries, assets to Smithfield or another Non-Excluded Restricted Subsidiary; (v) any Non-Excluded Restricted Subsidiary may liquidate or dissolve if Smithfield determines in good faith that such liquidation or dissolution is in the best interests of Smithfield and is not materially disadvantageous to the Lenders; and (vi) any Transferor or any Non-Excluded Restricted Subsidiary may sell, transfer, lease or otherwise dispose of (including pursuant to any merger, amalgamation or consolidation) its assets (including for the avoidance of doubt any Excluded Receivable and all or substantially all of the stock of any of its Non-Excluded SubsidiariesReceivable) in any manner expressly permitted by any Transaction Document or if permitted under Section 7.06 6.04 or 6.05 of the Parent Credit Agreement; provided, that any such merger that would otherwise be permitted by this Section 7.07 4.2(g) involving a Person that is not a wholly-owned Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04 of the Parent Credit Agreement.

Merger, Consolidation. Subject to the limitations of Section 7.1(i) of the Credit Matria will not, and Security Agreement, no Transferor will, nor will it not permit or cause any of its Non-Excluded Subsidiaries to, liquidate, wind up or dissolve, or enter into any consolidation, merger or other combination, or agree to do any of the foregoing; provided, however, that: (i) Matria may merge intoor consolidate with another Person, amalgamate provided that (x) Matria is the surviving entity, (y) unless such other Person is a Wholly Owned Subsidiary immediately prior to giving effect thereto, such merger or consolidation shall constitute a Permitted Acquisition and the applicable conditions and requirements of SECTIONS 6.9 and 6.10 shall be satisfied, and (z) no Default or Event of Default shall have occurred and be continuing or would result therefrom; (ii) any Wholly Owned Subsidiary may merge or consolidate with Matria (provided that Matria is the surviving entity) or with any Subsidiary Guarantor (provided that a Subsidiary Guarantor is the surviving entity), and in each case provided further that no Default or Event of Default shall have occurred and be continuing or would result therefrom; (iii) any Wholly Owned Subsidiary that is a Domestic Subsidiary may merge or consolidate with another Person not a Subsidiary immediately prior to giving effect thereto, provided that (x) the surviving entity shall be a Wholly Owned Subsidiary that is a Domestic Subsidiary and a Subsidiary Guarantor, (y) such merger or consolidation shall constitute a Permitted Acquisition and the applicable conditions and requirements of SECTIONS 6.9 and 6.10 shall be satisfied, and (z) no Default or Event of Default shall have occurred and be continuing or would result therefrom; (iv) any Wholly Owned Subsidiary that is a Foreign Subsidiary may merge or consolidate with any other PersonWholly Owned Subsidiary that is a Foreign Subsidiary, provided that if either constituent corporation is a Borrower or permit any other Person to merge intoa Subsidiary Guarantor, amalgamate with the surviving entity shall be a Borrower or consolidate with ita Subsidiary Guarantor, as the case may be, and provided further that no Default or sell, transfer, lease or otherwise dispose Event of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Non-Excluded Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Termination Event Default shall have occurred and be continuing:continuing or would result therefrom; (iv) any Matria may merge with a direct Wholly Owned Subsidiary of a newly created holding company, which holding company (other than the Buyer"Holdings") may mergeis a direct Wholly Owned Subsidiary of Matria, consolidate or amalgamate with Smithfield in a transaction in which Smithfield is permitted by Section 251(g) of the Delaware General Corporation Law, provided that (u) Matria shall have given the Administrative Agent not less than sixty (60) days' prior written notice of such merger, (v) Matria shall be the surviving entity entity, (w) such transaction shall comply in all respects with the requirements of Section 251(g) of the Delaware General Corporation Law, (x) no Default 77 84 or Event of Default shall have occurred and be continuing or would result therefrom, (y) Holdings shall have executed and delivered to the Administrative Agent (1) a guaranty agreement, pursuant to documentation which Holdings shall guarantee the payment in full of the Obligations of Matria and the other Borrowers under this Agreement and the other Credit Documents, (2) a security agreement (or a joinder to the Security Agreement), pursuant to which Holdings shall grant to the Administrative Agent a first priority Lien upon and security interest in its personal property as Collateral for its obligations under such guaranty, subject only to Permitted Liens, and (3) a pledge agreement, pursuant to which Holdings shall pledge to the Administrative Agent all of the Capital Stock of Matria owned by it, together with the certificates evidencing such Capital Stock and undated stock powers duly executed in blank, and Holdings and Matria shall have delivered any such other documents, certificates and opinions (including opinions of counsel) as the Administrative Agent shall have reasonably requested in connection therewith, all of which shall be in form and substance reasonably satisfactory to the Administrative Agent; , and (iiz) any Transferor this Agreement shall have been amended or amended and restated to the extent deemed necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Required Lenders, to reflect the creation of Holdings and to add Holdings as a party hereto (other than Smithfield) and any other Person may merge into or amalgamate or consolidate with any Transferor in a transaction in which a Transferor is the surviving corporationamendments shall include, or, concurrently with the consummation of such transactionwithout limitation, the surviving entity becomes a Transferor; (iii) any entity (inclusion of Holdings under the representations, covenants, events of default and other than Smithfield or the Buyer) may merge into or amalgamate with any other entity (other than Smithfield or the Buyerprovisions of ARTICLES V through IX); (iv) any Non-Excluded Subsidiary may sell, transfer, lease or otherwise dispose of its assets, including all or substantially all of the stock of any of its Non-Excluded Subsidiaries, to Smithfield or another Non-Excluded Subsidiary; (v) any Non-Excluded Subsidiary may liquidate or dissolve if Smithfield determines in good faith that such liquidation or dissolution is in the best interests of Smithfield and is not materially disadvantageous to the Lenders; and (vi) any Transferor or any Non-Excluded Inactive Subsidiary may sellmerge or consolidate with any other Inactive Subsidiary or dissolve and thereafter liquidate and wind up its affairs, transferin each case so long as no Default or Event of Default would result therefrom and, lease in the case of dissolution, so long as its assets, if any, are distributed only to Matria or otherwise dispose of (including pursuant to any merger, amalgamation or consolidation) its assets (including for the avoidance of doubt any Excluded Receivable and all or substantially all of the stock of any of its Non-Excluded Subsidiaries) in any manner expressly permitted by any Transaction Document or if permitted under Section 7.06 or Section 7.07 of the Parent Credit Agreementa Subsidiary Guarantor.

Merger, Consolidation. Subject to the limitations of Section 7.1(i) of the Credit and Security Agreement), no Transferor Loan Party will, nor will it permit any of its Non-Excluded Restricted Subsidiaries to, merge into, amalgamate with into or consolidate with any other Person, or permit any other Person to merge into, amalgamate with into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Non-Excluded Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Termination Event of Default shall have occurred and be continuing: (i) any Subsidiary (other than the BuyerBorrower) may merge, consolidate or amalgamate merge with Smithfield the Servicer in a transaction in which Smithfield the Servicer is the surviving entity pursuant to documentation reasonably satisfactory to the Administrative Agent; (ii) any Transferor other Person (other than Smithfieldthe Borrower) and any other Person may merge into or amalgamate or consolidate with any Transferor the Servicer in a transaction in which a Transferor the Servicer is the surviving corporation, or, concurrently with the consummation of such transaction, the surviving entity becomes a Transferorthe Servicer; (iii) any entity (other than Smithfield or the Buyer) non-Loan Party may merge into or amalgamate with any other entity (other than Smithfield or the Buyer)non-Loan Party; (iv) any Non-Excluded Restricted Subsidiary may sell, transfer, lease or otherwise dispose of its assets, including all or substantially all of assets to the stock of any of its Non-Excluded Subsidiaries, to Smithfield Servicer or another Non-Excluded Restricted Subsidiary; provided that if any such transferor is a Loan Party, such transferee shall be a Loan Party; (v) any Non-Excluded Restricted Subsidiary may liquidate or dissolve if Smithfield the Servicer determines in good faith that such liquidation or dissolution is in the best interests of Smithfield the Servicer and is not materially disadvantageous to the Lenders; and (vi) any Transferor the Servicer or any Non-Excluded Restricted Subsidiary may sell, transfer, lease or otherwise dispose of (including pursuant to any merger, amalgamation or consolidation) its assets (including for the avoidance of doubt any Excluded Receivable and all or substantially all of the stock of any of its Non-Excluded SubsidiariesReceivable) in any manner expressly permitted by any Transaction Document or if permitted under Section 7.06 6.04 or Section 7.07 6.05 of the Parent Credit Agreement; provided, that any such merger that would otherwise be permitted by this Section 7.2(i) involving a Person that is not a wholly-owned Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04 of the Parent Credit Agreement.

Merger, Consolidation. Subject to the limitations of Section 7.1(i) of the Credit Each Borrower will not, and Security Agreement, no Transferor will, nor will it not permit or cause any of its Non-Excluded Subsidiaries to, merge intoliquidate, amalgamate with or consolidate with any other Person, or permit any other Person to merge into, amalgamate with or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Non-Excluded Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate wind up or dissolve, except or enter into any consolidation, merger, amalgamation or other combination, or agree to do any of the foregoing; provided, however, that, if at the time thereof and immediately after giving effect thereto no Termination Event shall have occurred and be continuing: (i) any Subsidiary of ▇▇▇▇▇▇▇▇ (other than the Buyera Foreign Subsidiary Borrower) may merge, amalgamate or consolidate with, or amalgamate with Smithfield in a transaction in which Smithfield be liquidated into (A) ▇▇▇▇▇▇▇▇ (so long as ▇▇▇▇▇▇▇▇ is the surviving or continuing entity) or (B) any other Subsidiary (so long as, if either constituent entity pursuant to documentation reasonably satisfactory to is (1) a U.S. Subsidiary Guarantor, then the Administrative Agentsurviving or continuing entity is a U.S. Subsidiary Guarantor, (2) a Foreign Subsidiary Guarantor, then the surviving or continuing entity is a Subsidiary Guarantor) or (3) a Foreign Subsidiary Borrower, then the surviving or continuing entity is such Foreign Subsidiary Borrower), in each case so long as no Default or Event of Default has occurred and is continuing or would result therefrom; (ii) any Transferor (other than Smithfield) and any other Person Foreign Subsidiary Borrower may merge into or merge, amalgamate or consolidate with any Transferor in a transaction in which a Transferor with, or be liquidated into (A) ▇▇▇▇▇▇▇▇ (so long as ▇▇▇▇▇▇▇▇ is the surviving corporationor continuing entity), or, concurrently with the consummation of or (B) any Consolidated Entity other than ▇▇▇▇▇▇▇▇ (so long as such transaction, Foreign Subsidiary Borrower is the surviving entity becomes a Transferoror continuing entity), in each case so long as no Default or Event of Default has occurred and is continuing or would result therefrom; (iii) any entity Subsidiary of ▇▇▇▇▇▇▇▇ (other than Smithfield or the Buyera Foreign Subsidiary Borrower) may merge into merge, amalgamate or amalgamate consolidate with any other entity another Person (other than Smithfield another Consolidated Entity), so long as (A) if such Subsidiary is (1) a U.S. Subsidiary Guarantor, the surviving or continuing entity is a U.S. Subsidiary Guarantor or (2) a Foreign Subsidiary Guarantor, then the Buyer)surviving or continuing entity is a Subsidiary Guarantor, (B) such merger, amalgamation or consolidation constitutes a Permitted Acquisition and the applicable conditions and requirements of Section 6.9 are satisfied, and (C) no Default or Event of Default has occurred and is continuing or would result therefrom; (iv) any Non-Excluded Subsidiary Borrower may sellmerge, transferamalgamate or consolidate with another Person (other than another Consolidated Entity), lease so long as (A) such Borrower is the surviving entity, (B) such merger, amalgamation or otherwise dispose consolidation constitutes a Permitted Acquisition and the applicable conditions and requirements of its assetsSection 6.9 are satisfied, including all and (C) no Default or substantially all Event of the stock of any of its Non-Excluded Subsidiaries, to Smithfield Default has occurred and is continuing or another Non-Excluded Subsidiarywould result therefrom; (v) any Non-Excluded Subsidiary may liquidate or dissolve if Smithfield determines in good faith that such liquidation or dissolution is in the best interests of Smithfield and is not materially disadvantageous to a Borrower may merge, amalgamate or consolidate with another Person (other than another Consolidated Entity), so long as (A) the Lenderssurviving entity is not a Subsidiary and (B) the disposition of the Capital Stock of such Subsidiary would be permitted under Section 8.4(vi); and (vi) to the extent not otherwise permitted under the foregoing clauses, any Transferor or any Non-Excluded Subsidiary may sellthat (A) has sold, transfer, lease transferred or otherwise dispose disposed of (including pursuant to any merger, amalgamation or consolidation) its assets (including for the avoidance of doubt any Excluded Receivable and all or substantially all of the stock of any of its Non-Excluded Subsidiaries) assets in any manner expressly permitted by any Transaction Document or if connection with an Asset Disposition permitted under Section 7.06 this Agreement or Section 7.07 (B) no longer conducts any material active trade or business as reasonably determined by ▇▇▇▇▇▇▇▇ may, in either case, be liquidated, wound up and dissolved, so long as no Default or Event of the Parent Credit AgreementDefault has occurred and is continuing or would result therefrom.

Merger, Consolidation. Subject (a) The Borrower will not become a party to the limitations any dissolution, liquidation or disposition of Section 7.1(i) all or substantially all of the Credit and Security AgreementBorrower's assets or business, no Transferor willa merger, nor will it permit reorganization, consolidation or other business combination or agree to effect any of its Non-Excluded Subsidiaries toasset acquisition, merge into, amalgamate with stock acquisition or consolidate with any other Person, or permit any other Person to merge into, amalgamate with or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction acquisition individually or in a series of transactionstransactions which may have a similar effect as any of the foregoing, in each case without the prior written consent of the Required Lenders, except for (i) the merger or consolidation of Borrower with another Subsidiary of EPR or any Guarantor, and (ii) the merger or consolidation of Borrower where the Borrower is the sole surviving entity provided however that any such merger or consolidation does not violate Borrower's status as a Special Purpose Entity. (b) EPR will not become a party to any dissolution, liquidation or disposition of all or substantially all of its assetsEPR's assets or business, a merger, reorganization, consolidation or all other business combination or substantially all agree to effect any asset acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the stock of any of its Non-Excluded Subsidiaries (foregoing, in each case, whether now owned or hereafter acquired), or liquidate or dissolvecase without the prior written consent of Required Lenders, except that, if at the time thereof and immediately after giving effect thereto no Termination Event shall have occurred and be continuing: for (i) any the merger or consolidation of EPR with one of its Subsidiaries, provided that such Subsidiary (is other than the BuyerBorrower (ii) may mergethe merger or consolidation of EPR where EPR is the sole surviving entity provided however that any such merger or consolidation does not violate EPR's status as a REIT, consolidate (iii) any acquisitions or amalgamate with Smithfield in a transaction in which Smithfield investments; or (iv) any merger where EPR is the surviving entity pursuant to documentation reasonably satisfactory such that a majority of the seats of the Board of Directors of the newly constituted entity are held by directors of EPR serving as such prior to the Administrative Agent; (ii) any Transferor (other than Smithfield) and any other Person may merge into or amalgamate or consolidate with any Transferor in a transaction in which a Transferor is the surviving corporation, or, concurrently with the consummation time of such transactionmerger, the surviving entity becomes or EPR otherwise maintains a Transferor; (iii) any entity (other than Smithfield or the Buyer) may merge into or amalgamate with any other entity (other than Smithfield or the Buyer); (iv) any Non-Excluded Subsidiary may sellcontrolling interest therein, transfer, lease or otherwise dispose of its assets, including all or substantially all of the stock of any of its Non-Excluded Subsidiaries, to Smithfield or another Non-Excluded Subsidiary; (v) any Non-Excluded Subsidiary may liquidate or dissolve if Smithfield determines in good faith PROVIDED FURTHER that such liquidation exceptions do not otherwise create any Default or dissolution is in the best interests Event of Smithfield and is not materially disadvantageous to the Lenders; and (vi) any Transferor or any Non-Excluded Subsidiary may sell, transfer, lease or otherwise dispose of (including pursuant to any merger, amalgamation or consolidation) its assets (including for the avoidance of doubt any Excluded Receivable and all or substantially all of the stock of any of its Non-Excluded Subsidiaries) in any manner expressly permitted by any Transaction Document or if permitted under Section 7.06 or Section 7.07 of the Parent Credit AgreementDefault hereunder.

Merger, Consolidation. Subject The Borrowers shall not, and shall not permit any Subsidiary of a Borrower to, merge, dissolve, liquidate or wind-up its affairs, or become a party to any merger, consolidation or other business combination regardless of whether the limitations of Section 7.1(i) value of the Credit and Security Agreementconsideration paid or received is comprised of cash, no Transferor will, nor will it permit any of its Non-Excluded Subsidiaries to, merge into, amalgamate with common or consolidate with any preferred stock or other Personequity interests, or permit any other Person to merge into, amalgamate with or consolidate with itassets, or sell, lease, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets; provided, however, that: (a) any Subsidiary of a Borrower may consolidate or merge into any Borrower if such Borrower is the surviving Person; (b) any Subsidiary of a Borrower may consolidate or merge into another Subsidiary of a Borrower; (c) any Subsidiary of a Borrower may sell, lease, transfer or otherwise dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to any Borrower or another Subsidiary of a Borrower; and (d) any Borrower or any Subsidiary of a Borrower may consolidate or merge with any Person; provided that (i) if a Borrower is a party to such merger or consolidation, such Borrower is the stock surviving Person, (ii) no Event of Default or Potential Default shall exist prior to such consolidation or merger and no Event of Default or Potential Default shall occur or exist as a result of such consolidation or merger, (iii) at least three (3) Business Days prior to any such consolidation or merger, the Borrowers shall deliver to the Bank pro forma financial information and a certificate from the President or Chief Financial Officer of its Non-Excluded Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except MHI certifying that, if at the time thereof and immediately after giving effect thereto no Termination Event to such consolidation or merger, (A) the Borrowers are, and shall have occurred continue to be, on a pro forma basis, in compliance with all financial covenants set forth in Section 5.18 of this Agreement, and (B) Undrawn Availability shall not be continuing: less than Five Million and 00/100 Dollars (i) any Subsidiary (other than the Buyer) may merge$5,000,000.00), consolidate or amalgamate with Smithfield in a transaction in which Smithfield is the surviving entity pursuant to documentation reasonably satisfactory to the Administrative Agent; (ii) any Transferor (other than Smithfield) and any other Person may merge into or amalgamate or consolidate with any Transferor in a transaction in which a Transferor is the surviving corporation, or, concurrently with the consummation of such transaction, the surviving entity becomes a Transferor; (iii) any entity (other than Smithfield or the Buyer) may merge into or amalgamate with any other entity (other than Smithfield or the Buyer); (iv) any Non-Excluded Subsidiary may sell, transfer, lease the consolidation or otherwise dispose merger shall not be contested by such Person and shall be approved by such Person’s board of its assets, including all directors or substantially all of the stock of any of its Non-Excluded Subsidiaries, to Smithfield or another Non-Excluded Subsidiary; (v) any Non-Excluded Subsidiary may liquidate or dissolve if Smithfield determines in good faith that such liquidation or dissolution is in the best interests of Smithfield and is not materially disadvantageous to the Lenders; and (vi) any Transferor or any Non-Excluded Subsidiary may sell, transfer, lease or otherwise dispose of (including pursuant to any merger, amalgamation or consolidation) its assets (including for the avoidance of doubt any Excluded Receivable and all or substantially all of the stock of any of its Non-Excluded Subsidiaries) in any manner expressly permitted by any Transaction Document or if permitted under Section 7.06 or Section 7.07 of the Parent Credit Agreementother governing body.

Merger, Consolidation. Subject to the limitations of Section 7.1(i) of the Credit The Company will not, and Security Agreement, no Transferor will, nor will it not permit or cause any of its Non-Excluded Subsidiaries to, liquidate, wind up or dissolve, or enter into any consolidation, merger or other combination, or agree to do any of the foregoing; provided, however, that: (i) any Wholly Owned Subsidiary of the Company may merge or consolidate with, or be liquidated into, amalgamate with (x) the Company (so long as the Company is the surviving or continuing entity) or (y) any other Wholly Owned Subsidiary (so long as, if either constituent entity is a Subsidiary Guarantor, the surviving or continuing entity is a Subsidiary Guarantor), and in each case so long as no Default or Event of Default has occurred and is continuing or would result therefrom; (ii) any Wholly Owned Subsidiary of the Company may merge or consolidate with any another Person (other Personthan another Credit Party), so long as (x) the surviving entity is a Subsidiary Guarantor, (y) such merger or permit any other Person to consolidation constitutes a Permitted Acquisition, and (z) no Default or Event of Default has occurred and is continuing or would result therefrom; (iii) the Company may merge into, amalgamate with or consolidate with itanother Person (other than another Credit Party), so long as (x) the Company is the surviving entity, (y) such merger or sellconsolidation constitutes a Permitted Acquisition, transferand (z) no Default or Event of Default has occurred and is continuing or would result therefrom; and (iv) to the extent not otherwise permitted under the foregoing clauses, lease any Wholly Owned Subsidiary that has sold, transferred or otherwise dispose disposed of (in one transaction or in a series of transactions) all or substantially all of its assetsassets in connection with an Asset Disposition permitted under this Agreement and no longer conducts any active trade or business may be liquidated, wound up and dissolved, so long as no Default or all or substantially all Event of the stock of any of its Non-Excluded Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Termination Event shall have Default has occurred and be continuing: (i) any Subsidiary (other than the Buyer) may merge, consolidate is continuing or amalgamate with Smithfield in a transaction in which Smithfield is the surviving entity pursuant to documentation reasonably satisfactory to the Administrative Agent; (ii) any Transferor (other than Smithfield) and any other Person may merge into or amalgamate or consolidate with any Transferor in a transaction in which a Transferor is the surviving corporation, or, concurrently with the consummation of such transaction, the surviving entity becomes a Transferor; (iii) any entity (other than Smithfield or the Buyer) may merge into or amalgamate with any other entity (other than Smithfield or the Buyer); (iv) any Non-Excluded Subsidiary may sell, transfer, lease or otherwise dispose of its assets, including all or substantially all of the stock of any of its Non-Excluded Subsidiaries, to Smithfield or another Non-Excluded Subsidiary; (v) any Non-Excluded Subsidiary may liquidate or dissolve if Smithfield determines in good faith that such liquidation or dissolution is in the best interests of Smithfield and is not materially disadvantageous to the Lenders; and (vi) any Transferor or any Non-Excluded Subsidiary may sell, transfer, lease or otherwise dispose of (including pursuant to any merger, amalgamation or consolidation) its assets (including for the avoidance of doubt any Excluded Receivable and all or substantially all of the stock of any of its Non-Excluded Subsidiaries) in any manner expressly permitted by any Transaction Document or if permitted under Section 7.06 or Section 7.07 of the Parent Credit Agreementwould result therefrom.

Merger, Consolidation. Subject to the limitations of Section 7.1(i) of the Credit The Guarantor will not, and Security Agreement, no Transferor will, nor will it not permit any of its Non-Excluded Subsidiaries to, merge into, amalgamate consolidate with or consolidate merge with any other Personcorporation or other legal entity or convey, transfer or permit any other Person to merge into, amalgamate with or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assetsassets in a single transaction or series of transactions to any Person; provided that: (a) a Subsidiary of the Guarantor may (i) consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to, the Guarantor or a Wholly-Owned Subsidiary or any other Person so long as in any merger or consolidation involving the Guarantor, the Guarantor shall be the surviving or continuing corporation, and in any merger or consolidation involving such other Person, such Subsidiary (or a Wholly-Owned Subsidiary) shall be the surviving or continuing entity, or (ii) convey, transfer or lease all of its assets in compliance with the provisions of Section 8.5; (b) the foregoing restriction does not apply to the consolidation or merger of the Guarantor with, or the conveyance, transfer or lease of all or substantially all of the stock assets of the Guarantor in a single transaction or series of transactions to, any of its Non-Excluded Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Termination Event shall have occurred and be continuingPerson so long as: (i) any Subsidiary (other than i. the Buyer) may merge, consolidate successor formed by such consolidation or amalgamate with Smithfield in a transaction in which Smithfield is the surviving entity pursuant to documentation reasonably satisfactory to the Administrative Agent; (ii) any Transferor (other than Smithfield) and any other Person may merge into or amalgamate or consolidate with any Transferor in a transaction in which a Transferor is the surviving corporation, or, concurrently with the consummation survivor of such transaction, the surviving entity becomes a Transferor; (iii) any entity (other than Smithfield merger or the Buyer) may merge into Person that acquires by conveyance, transfer or amalgamate with any other entity (other than Smithfield or the Buyer); (iv) any Non-Excluded Subsidiary may sell, transfer, lease or otherwise dispose of its assets, including all or substantially all of the stock assets of the Guarantor as an entirety, as the case may be (the “Successor Entity”), shall be a solvent corporation or limited liability company organized and existing under the laws of the United States of America, any state thereof or the District of Columbia; ii. if the Guarantor is not the Successor Entity, such Successor Entity shall have executed and delivered to each holder its Non-Excluded Subsidiariesassumption of the due and punctual performance and observance of each covenant and condition of this Guaranty Agreement (pursuant to such agreements and instruments as shall be reasonably satisfactory to the Required Holders), and the Guarantor shall have caused to be delivered to each holder (i) an opinion of nationally recognized independent counsel, to Smithfield the effect that all agreements or another Non-Excluded Subsidiary;instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, and (ii) an acknowledgment from each Subsidiary Guarantor that the Subsidiary Guaranty Agreement continues in full force and effect; and (v) iii. immediately before and after giving effect to such transaction or each transaction in any Non-Excluded Subsidiary may liquidate series of transactions, no Default or dissolve if Smithfield determines in good faith that such liquidation or dissolution is in the best interests Event of Smithfield and is not materially disadvantageous to the LendersDefault would exist; and (vic) any Transferor the foregoing restriction does not apply to the consolidation or any Non-Excluded Subsidiary may sellmerger of the Company with, transferor the conveyance, transfer or lease or otherwise dispose of (including pursuant to any merger, amalgamation or consolidation) its assets (including for the avoidance of doubt any Excluded Receivable and all or substantially all of the stock of any of its Non-Excluded Subsidiaries) in any manner expressly permitted by any Transaction Document or if permitted under Section 7.06 or Section 7.07 assets of the Parent Credit Company in a single transaction or series of transactions to, a Subsidiary of the Guarantor in accordance with the terms of Section 10.1 of the Note Agreement.

Merger, Consolidation. Subject to the limitations of Section 7.1(i) of the Credit The Loan Parties will not, and Security Agreement, no Transferor will, nor will it not permit any of its Non-Excluded their respective Subsidiaries to, merge intobecome a party to any dissolution, amalgamate with liquidation, merger, reorganization, consolidation or consolidate with any other Personbusiness combination, or permit agree to or effect any asset acquisition or stock acquisition or other Person to merge into, amalgamate with or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in acquisition which may have a series of transactions) all or substantially all of its assets, or all or substantially all similar effect as any of the stock foregoing without the prior written consent of any of its Non-Excluded Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolvethe Required Lenders, except that, if at the time thereof and immediately after giving effect thereto no Termination Event shall have occurred and be continuing: (ia) any Subsidiary of the Borrower may be merged or consolidated with or into the Borrower (other than provided that the BuyerBorrower shall be the continuing or surviving corporation) may merge, consolidate or amalgamate with Smithfield in or into any Subsidiary that is a transaction in which Smithfield is Guarantor (provided that (i) such Guarantor shall be the continuing or surviving entity pursuant to documentation reasonably satisfactory to the Administrative Agent; corporation or (ii) any Transferor (other than Smithfield) and any other Person may merge into or amalgamate or consolidate simultaneously with any Transferor in a transaction in which a Transferor is the surviving corporation, or, concurrently with the consummation of such transaction, the continuing or surviving entity becomes corporation shall become a Transferor; (iii) any entity (other than Smithfield or Guarantor and the Buyer) may merge into or amalgamate Borrower shall comply with any other entity (other than Smithfield or the Buyer§7.21 in connection therewith); (ivb) any Non-Excluded Subsidiary of the Borrower may sell, transfer, lease or otherwise dispose of its assets, including all any or substantially all of the stock of its assets (upon voluntary liquidation or otherwise) to Borrower or any of its Non-Excluded Subsidiaries, to Smithfield or another Non-Excluded SubsidiarySubsidiary that is a Guarantor; (vc) any Non-an Excluded Subsidiary pursuant to clause (i) of the definition thereof (i) may liquidate be merged or dissolve if Smithfield determines in good faith that such consolidated with or into Borrower or any other Subsidiary of Borrower and (ii) may dispose of any or all of its assets (upon voluntary liquidation or dissolution otherwise) pro rata to its equity holders; (d) Borrower or any Subsidiary may consummate any Investment otherwise permitted by §8.3(r) by merger or consolidation, provided that if (i) such merger or consolidation involves the Borrower, the Borrower is in the best interests of Smithfield continuing or surviving corporation and (ii) if such merger or consolidation involves a Guarantor, such Guarantor is not materially disadvantageous to the Lenderscontinuing or surviving corporation; and (vie) any Transferor or any Non-Excluded Subsidiary Forestar Group may sell, transfer, lease or otherwise dispose of (including consummate the Credo Acquisition pursuant to any merger, amalgamation or consolidation) its assets (including for and in accordance with the avoidance Credo Merger Agreement so long as the Credo Closing Conditions are satisfied at the time of doubt any Excluded Receivable and all or substantially all of the stock of any of its Non-Excluded Subsidiaries) in any manner expressly permitted by any Transaction Document or if permitted under Section 7.06 or Section 7.07 of the Parent Credit Agreementsuch consummation.

Merger, Consolidation. Subject to the limitations of Section 7.1(i) of the Credit The Company will not, and Security Agreement, no Transferor will, nor will it not permit any of its Non-Excluded Subsidiaries to, merge into, amalgamate consolidate with or consolidate merge with any other Personcorporation or legal entity or convey, transfer or permit any other Person to merge into, amalgamate with or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assetsassets in a single transaction or series of transactions to any Person; provided that: (1) a Subsidiary of the Company may (x) consolidate with or merge with, or convey, transfer or lease substantially all of its assets in a single transaction or series of transactions to, the Company, the Issuer or a Wholly-Owned Subsidiary or any other Subsidiary with the same percentage ownership by the Company, the Issuer and their Subsidiaries as such Subsidiary so long as in any merger or consolidation involving the Company, the Company shall be the surviving or continuing corporation, and in any merger or consolidation involving the Issuer and any other Subsidiary of the Company, the Issuer shall be the surviving or continuing corporation, or (y) convey, transfer or lease all of its assets (which may include a merger or consolidation) in compliance with the provisions of Section 10.5; and (2) the foregoing restriction does not apply to the consolidation or merger of the Company or the Issuer with, or the conveyance, transfer or lease of substantially all of the stock assets of the Company or the Issuer in a single transaction or series of transactions to, any Person so long as: (a) the successor formed by such consolidation or the survivor of its Non-Excluded Subsidiaries such merger or the Person that acquires by conveyance, transfer or lease substantially all of the assets of the Company or the Issuer as an entirety, as the case may be (in each case, whether now owned or hereafter acquiredthe "Successor Corporation"), shall be a solvent corporation or liquidate other legal entity organized and existing under the laws of the United States of America, any State thereof or dissolvethe District of Columbia; (b) if the Company or the Issuer, except thatas the case may be, if at is not the time thereof Successor Corporation, such corporation or other legal entity shall have executed and delivered to each holder of Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement and the Notes (pursuant to such agreements and instruments as shall be reasonably satisfactory to the Required Holders), and the Company or the Issuer, as the case may be, shall have caused to be delivered to each holder of Notes an opinion of nationally recognized independent counsel, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof; and (c) immediately after giving effect thereto no Termination Event shall have occurred and be continuing: to such transaction (i) any Subsidiary (other than the Buyer) Company or the Surviving Corporation, as the case may mergebe, consolidate or amalgamate would have been in compliance with Smithfield in a transaction in which Smithfield is Section 10.3 as of the surviving entity pursuant to documentation reasonably satisfactory to end of the Administrative Agent; immediately preceding fiscal quarter, and (ii) any Transferor (other than Smithfield) and any other Person may merge into no Default or amalgamate or consolidate with any Transferor in a transaction in which a Transferor is the surviving corporation, or, concurrently with the consummation Event of such transaction, the surviving entity becomes a Transferor; (iii) any entity (other than Smithfield or the Buyer) may merge into or amalgamate with any other entity (other than Smithfield or the Buyer); (iv) any Non-Excluded Subsidiary may sell, transfer, lease or otherwise dispose of its assets, including all or substantially all of the stock of any of its Non-Excluded Subsidiaries, to Smithfield or another Non-Excluded Subsidiary; (v) any Non-Excluded Subsidiary may liquidate or dissolve if Smithfield determines in good faith that such liquidation or dissolution is in the best interests of Smithfield and is not materially disadvantageous to the Lenders; and (vi) any Transferor or any Non-Excluded Subsidiary may sell, transfer, lease or otherwise dispose of (including pursuant to any merger, amalgamation or consolidation) its assets (including for the avoidance of doubt any Excluded Receivable and all or substantially all of the stock of any of its Non-Excluded Subsidiaries) in any manner expressly permitted by any Transaction Document or if permitted under Section 7.06 or Section 7.07 of the Parent Credit AgreementDefault would exist.

Merger, Consolidation. Subject to the limitations of Section 7.1(i) of the Credit Each Borrower will not, and Security Agreement, no Transferor will, nor will it not permit or cause any of its Non-Excluded Subsidiaries to, merge intoliquidate, amalgamate with or consolidate with any other Person, or permit any other Person to merge into, amalgamate with or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Non-Excluded Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate wind up or dissolve, except thator enter into any consolidation, if at amalgamation, merger or other combination, or agree to do any of the time thereof and immediately after giving effect thereto foregoing; provided, however, that so long as no Termination Default or Event shall have of Default has occurred and be continuingis continuing or would result therefrom: (i) any Subsidiary of any Borrower may merge, consolidate or amalgamate with, or be liquidated into, (x) such Borrower (so long as such Borrower is the surviving or continuing entity, provided that if the Parent is a party thereto, the Parent shall be the surviving or continuing entity) or (y) any other than Subsidiary of such Borrower (so long as, if either Person is a Subsidiary Guarantor, the Buyersurviving Person is a Subsidiary Guarantor, and if either Person is a Wholly Owned Subsidiary, the surviving Person is a Wholly Owned Subsidiary); (ii) any Borrower may merge, consolidate or amalgamate with Smithfield in a transaction in which Smithfield another Person (other than another Credit Party), so long as (y) such Borrower is the surviving entity pursuant to documentation reasonably satisfactory to the Administrative Agent; entity, and (iiz) any Transferor (other than Smithfield) and any other Person may merge into if such merger, consolidation or amalgamate or consolidate with any Transferor in a transaction in which a Transferor is the surviving corporation, or, concurrently with the consummation of such transactionamalgamation constitutes an Acquisition, the surviving entity becomes a Transferor;applicable conditions and requirements of Sections 5.10 and 7.5 are satisfied; and (iii) to the extent not otherwise permitted under the foregoing clauses, any entity (other than Smithfield or the Buyer) may merge into or amalgamate with any other entity (other than Smithfield or the Buyer); (iv) any Non-Excluded Subsidiary may sellthat has sold, transfer, lease transferred or otherwise dispose disposed of its assets, including all or substantially all of the stock of any of its Non-Excluded Subsidiaries, to Smithfield or another Non-Excluded Subsidiary; (v) any Non-Excluded Subsidiary may liquidate or dissolve if Smithfield determines in good faith that such liquidation or dissolution is in the best interests of Smithfield and is not materially disadvantageous to the Lenders; and (vi) any Transferor or any Non-Excluded Subsidiary may sell, transfer, lease or otherwise dispose of (including pursuant to any merger, amalgamation or consolidation) its assets (including for the avoidance of doubt any Excluded Receivable and all or substantially all of the stock of any of its Non-Excluded Subsidiaries) in any manner expressly permitted by any Transaction Document or if connection with an Asset Disposition permitted under Section 7.06 this Agreement and no longer conducts any active trade or Section 7.07 of the Parent Credit Agreementbusiness may be liquidated, wound up and dissolved.

Merger, Consolidation. Subject to the limitations of Section 7.1(i) of the Credit and Security Agreement, no Transferor willBorrower will not, nor will it Borrower permit REIT or any of its Non-Excluded their respective Subsidiaries to, merge intobecome a party to any dissolution, amalgamate with or consolidate with any other Personliquidation, or permit any other Person to merge into, amalgamate with or consolidate with it, or sell, transfer, lease or otherwise dispose disposition of (in one transaction or in a series of transactions) all or substantially all of its assetsassets or business, merger, reorganization, consolidation or all other business combination or substantially all agree to effect any asset acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the stock of any of its Non-Excluded Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolveforegoing, except that, if at the time thereof and immediately after giving effect thereto no Termination Event shall have occurred and be continuing: for (i) the merger or consolidation of one or more of the Subsidiaries of Borrower with and into Borrower (it being understood and agreed that in any Subsidiary (other than the Buyer) may merge, consolidate or amalgamate with Smithfield in a transaction in which Smithfield is such event Borrower will be the surviving entity pursuant to documentation reasonably satisfactory to the Administrative Agent; Person), (ii) any Transferor (other than Smithfield) and any other Person may merge into the merger or amalgamate consolidation of two or consolidate with any Transferor in a transaction in which a Transferor is the surviving corporationmore Subsidiaries of Borrower, or, concurrently with the consummation of such transaction, the surviving entity becomes a Transferor; (iii) any entity dissolution of a Subsidiary that owns no assets, (iv) dispositions permitted by §8.8, and (v) a merger of a Person with (x) Borrower (so long as Borrower is the surviving entity) or (y) a Subsidiary of the Borrower (other than Smithfield a Subsidiary which is a Subsidiary Guarantor or a Subsidiary that in either case directly or indirectly owns an Unencumbered Property), so long as (A) in the Buyer) may merge into case of a merger with a Subsidiary of Borrower organized under the laws of a political subdivision of the United States, such Person was organized under the laws of the United States of America or amalgamate with any other entity (other than Smithfield or the Buyer); (iv) any Non-Excluded Subsidiary may sell, transfer, lease or otherwise dispose one of its assetsstates; (B) if such Subsidiary is a Subsidiary Guarantor, including all or substantially all such Subsidiary is the survivor of such merger, and if such Subsidiary is not a Subsidiary Guarantor, the surviving Person is controlled by the Borrower; (C) the Borrower shall have given the Agent at least ten (10) Business Days’ prior written notice of such merger; (D) such merger is completed as a result of negotiations with the approval of the stock board of any directors or similar body of its Non-Excluded Subsidiaries, to Smithfield or another Non-Excluded Subsidiary; (v) any Non-Excluded Subsidiary may liquidate or dissolve if Smithfield determines in good faith that such liquidation or dissolution is in the best interests of Smithfield Person and is not materially disadvantageous to the Lendersa so called “hostile takeover”; and (viE) any Transferor or any Non-Excluded Subsidiary may sell, transfer, lease or otherwise dispose of (including pursuant to any following such merger, amalgamation or consolidationthe Borrower and its Subsidiaries will continue to be engaged solely in the businesses permitted by §7.14; and (F) its assets such merger, together with all other mergers permitted by this §8.4(v) and consummated in the same fiscal year as such merger, shall not increase the Gross Asset Value by more than fifty percent (including for the avoidance of doubt any Excluded Receivable and all or substantially all 50%) of the stock of any of its Non-Excluded Subsidiaries) in any manner expressly permitted by any Transaction Document or if permitted under Section 7.06 or Section 7.07 Gross Asset Value as of the Parent Credit Agreementend of the previous fiscal year; provided that no such merger or consolidation shall be permitted in the event that a Default or Event of Default exists immediately before or would exist after giving effect thereto.